Common use of Appointment and Obligations of Remarketing Agent Clause in Contracts

Appointment and Obligations of Remarketing Agent. (a) The Company and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx hereby accepts such appointment, (i) as the Reset Agent to deter mine in consultation with the Company and Duke Capital, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing Agent) with re spect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke Capital, by notice to the Reset Agent prior to the tenth Business Day preceding _____, 2004, in the case of the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, in the case of the Second ary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Initial Remarketing Date, for settlement on ____________, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed or of the Corporate Units holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx shall not act as Remarketing Agent or Reset Agent hereunder. The Company and Duke Capital agree that Xxxxxx Xxxxxxx shall have the right, on 15 Business Days notice to the Company and Duke Capital, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke Capital. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Purchase Contract Settlement Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Senior Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price, in the case of the Initial Remarketing, or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A or 5.4 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx Barney and Duke Capital hereby appoint Xxxxxxx Xxxxx Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx hereby accepts such appointment, (i) as the Reset Agent to deter mine determine, in consultation with the Company and Duke CapitalCompany, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing AgentAgreement) with re spect respect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third fifth Business Day preceding the Forward Purchase Contract Settlement Date, provided, in each case, that the Company and Duke CapitalCompany, by notice to the Reset Agent prior to the tenth Business Day preceding _____May 17, 2004, in the case of the Initial Remarketing (as defined below), or the Forward Purchase Contract Settlement Date, in the case of the Second ary Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) law and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx Xxxxx Barney to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes of the Senior Noteholders holders electing to have their Senior Notes remarketed and of the Corporate Units Upper DECS holders who have not elected to settle the Forward Purchase Contracts related to their Upper DECS by Cash Settlement and who have not settled their Forward Purchase Contracts early on the Initial Remarketing Date, for settlement on ____________May 17, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders holders electing to have their Senior Notes remarketed or of the Corporate Units Upper DECS holders who have not early settled the related Forward Purchase Contracts and have failed to notify the Forward Purchase Contract Agent, on or prior to the fifth seventh Business Day immediately preceding the Forward Purchase Contract Settlement Date, of their intention to settle the related Forward Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital Company and the Forward Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxxx Xxxxx Xxxxxx Xxxxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx Xxxxx Barney shall not be obligated to act as Remarketing Agent or Reset Agent hereunderhereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx Xxxxxx. The Company and Duke Capital agree agrees that Xxxxxx Xxxxxxx Xxxxx Barney shall have the right, on 15 Business Days notice to the Company and Duke CapitalCompany, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke CapitalCompany. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Purchase Contract Agent and Trustee (as such term is defined in the Custodial Agent Indenture) shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, on the third fifth Business Day immediately preceding the Forward Purchase Contract Settlement Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent Trustee shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Senior Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price (the "Minimum Initial Remarketing Price"), in the case of the Initial Remarketing, or 100% of the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A 5.4 or 5.4 5.5 of the Forward Purchase Contract Agreement (each of which Sections are incorporated herein by reference). The right of each holder of Senior Notes or Upper DECS to have Senior Notes tendered for the Initial Remarketing or the Secondary Remarketing, as the case may be, shall be limited to the extent that (i) the Remarketing Agent conducts an Initial Remarketing and, in the event of a Failed Initial Remarketing, a Secondary Remarketing pursuant to the terms of this Agreement, (ii) Senior Notes tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Senior Notes at a price of not less than the Minimum Initial Remarketing Price, in the case of the Initial Remarketing, and 100% of the principal amount thereof, in the case of the Secondary Remarketing and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Merrill Lynch and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx Merrill Lynch hereby accepts such appointment, (ix) as the Reset Agent to deter mine xx xxx Xeset Xxxxx xo xxxxrmine in consultation with the Company and Duke CapitalCompany, in the manner provided for herein and in the Third Supplemental Indenture (as defined in Schedule I hereto) (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing AgentAgreement) with re spect respect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke CapitalCompany, by notice to the Reset Agent prior to the tenth Business Day preceding _____(x) November 16, 2004, in the case of the Initial Remarketing (as defined below), or (y) the Purchase Contract Settlement Date, in the case of the Second ary Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) law and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx Merrill Lynch to appoint additional remarketing agents hereunder as described xx xxxcxxxxx below) to (1) remarket the Senior Notes of the Senior Noteholders Note holders electing to have their Senior Notes remarketed and of the Corporate Units Income PACS holders on the Initial Remarketing Date, for settlement on ____________November 16, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders Note holders electing to have their Senior Notes remarketed or of the Corporate Units Income PACS holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx Merrill Lynch is not the sole remarketing agent, and with such further changes fxxxxxx cxxxxxs therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld)) . Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx Merrill Lynch shall not be obligated to act as Remarketing Agent or Reset Agent hereunderxx Xxxex Xxxnt hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Merrill Lynch. The Company and Duke Capital agree agrees that Xxxxxx Xxxxxxx Merrill Lynch shall have the rightxxx xxxhx, on xx 15 Business Days notice to the Company and Duke Capitaltx xxx Xoxxxxx, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke CapitalCompany. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Custodial Agent (as such term is defined in the Pledge Agreement) and the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Purchase Contract Settlement Date, the Senior Notes that the Purchase Contract Custodial Agent and the Custodial Purchase Contract Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Senior Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price per Note that is less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price (the "Minimum Initial Remarketing Price"), in the case of the Initial Remarketing, or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 5.07 of the Pledge Agreement and Section 5.3A or 5.4 5.02 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). The right of each holder of Notes or Income PACS to have Notes tendered for the Initial Remarketing or the Secondary Remarketing, as the case may be, shall be limited to the extent that (i) the Remarketing Agent conducts an Initial Remarketing and, in the event of a Failed Initial Remarketing, a Secondary Remarketing pursuant to the terms of this Agreement, (ii) Notes tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price of not less than the Minimum Initial Remarketing Price, in the case of the Initial Remarketing, and 100% of the principal amount thereof, in the case of the Secondary Remarketing and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx hereby appoints Merrxxx Xxxcx xxx Merrxxx Xxxcx xxxeby accepts such appointment, (i) as the Reset Agent to deter mine determine in consultation with the Company and Duke CapitalCompany, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing AgentAgreement) with re spect respect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial RemarketingDebentures, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior NotesDebentures, will enable a Senior Note Debenture to have an approximate market value of 100.5% of its principal amount value, as of the third Business Day preceding the Purchase Contract Settlement Date, provided, of o% of the principal amount in each case, the case of such Debenture (provided that the Company and Duke CapitalCompany, by notice to the Reset Agent prior to the tenth Business Day preceding _____, 2004, in the case of the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, in (x) may limit such Reset Rate to be no higher than the case of rate on the Second ary Remarketing Two-Year Benchmark Treasury plus o basis points (as defined below), o%) and (y) shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) ), and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx to Merrxxx Xxxcx xx appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes Debentures, of the Senior Noteholders such Debenture holders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Initial Remarketing DateDebentures remarketed, for settlement on ____________, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed or of the Corporate Units such Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement, for settlement on the Purchase Contract Settlement Date. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Supple mental Remarketing Agreement") with the Company, Duke Capital Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx is Merrxxx Xxxcx xx not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx shall not act as Remarketing Agent or Reset Agent hereunder. The Company and Duke Capital agree that Xxxxxx Xxxxxxx shall have the right, on 15 Business Days notice to the Company and Duke Capital, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke Capital. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Purchase Contract Settlement Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Senior Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price, in the case of the Initial Remarketing, or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A or 5.4 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.changes

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx Xxxxx hereby accepts such appointment, (i) as the Reset Agent to deter mine determine in consultation with the Company and Duke CapitalCompany, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent Declara tion with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing Agent) with re spect to the Senior NotesTrust Securities and the Indenture with respect to the Debentures, (1) the Reset Rate thatRate, that in the opinion of the Reset Agent, will, when applied to the Senior NotesTrust Securities (and, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketingthus, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior NotesDebentures), enable a Senior Note Trust Security (and, thus, a Debenture), to have an approximate market value of approximately 100.5% of its principal the aggregate stated liquidation amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke Capital, by notice to the Reset Agent prior to the tenth Business Day preceding _____, 2004, in the case of such Trust Security and the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, aggregate principal amount in the case of the Second ary Remarketing (as defined below)such Debenture, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes Preferred Securities, or the Debentures, as the case may be, provided that the Company may limit such Reset Rate to be no higher than the rate on the Two-Year Benchmark Treasury plus 200 basis points (2%), as the case may be, of the Senior Noteholders such Preferred Security or Debenture holders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Initial Remarketing DatePreferred Securities or Debentures remarketed, for settlement on ____________, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed or of the Corporate Units such Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with , for settlement on the remarketing contemplated herebyPurchase Contract Settlement Date, pursuant to the Remarketing Agent will enter into a Supplemental Remarketing Underwriting Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital the Trust and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital the Purchase Contract Agent and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Underwriting Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheldcircumstances). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx shall not act as Remarketing Agent or Reset Agent hereunder. The Company and Duke Capital agree that Xxxxxx Xxxxxxx shall have the right, on 15 Business Days notice to the Company and Duke Capital, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke Capital. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Underwriting Agreement, the Remarketing Agent, either as the sole remarketing agent underwriter or as the representative of a group of syndicate including the Remarketing Agent and one or more other remarketing agents appointed as aforesaidunderwriters designated by the Remarketing Agent, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered forand any such other remarketing underwriters will purchase severally the Preferred Securities or the Debentures, or otherwise are as the case may be, to be included in, sold by the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount holder or holders of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, Preferred Securities or Income PRIDES on the third Business Day immediately preceding the Purchase Contract Settlement DateDate and use their reasonable efforts to remarket such Preferred Securities or the Debentures, as the Senior Notes that case may be, (such purchase and remarketing being hereinafter referred to as the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary "Remarketing"), at a price of approximately 100.5% of such Preferred Securities aggregate stated liquidation amount plus any accrued and unpaid distributions (including any deferred distributions) and in the case of Deben tures, at a price of approximately 100.5% of such Debentures aggregate principal amount of such Senior Notesplus any accrued and unpaid interest (including any deferred interest). Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price, in the case of the Initial Remarketing, Preferred Securities or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary RemarketingDebentures, as the case may be, for a price less than 100% of the aggregate stated liquidation amount or aggregate principal amount of such Preferred Securities or Debentures, respectively, plus accumulated and unpaid distributions or accrued and unpaid interest, as the case may be. The proceeds of such remarketing shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A or 5.4 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx Xxxxx hereby accepts such appointment, (i) as the Reset Agent to deter mine determine in consultation with the Company and Duke CapitalCompany, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent Declaration with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing Agent) with re spect to the Senior NotesTrust Securities and the Indenture with respect to the Debentures, (1) the Reset Rate thatRate, that in the opinion of the Reset Agent, will, when applied to the Senior NotesTrust Securities (and, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketingthus, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior NotesDebentures), enable a Senior Note Trust Security (and, thus, a Debenture), to have an approximate market value of approximately 100.5% of its principal the aggregate stated liquidation amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke Capital, by notice to the Reset Agent prior to the tenth Business Day preceding _____, 2004, in the case of such Trust Security and the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, aggregate principal amount in the case of the Second ary Remarketing (as defined below)such Debenture, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes Preferred Securities, or the Debentures, as the case may be, provided that the Company may limit such Reset Rate to be no higher than the rate on the Two-Year Benchmark Treasury plus 200 basis points (2%), as the case may be, of the Senior Noteholders such Preferred Security or Debenture holders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Initial Remarketing DatePreferred Securities or Debentures remarketed, for settlement on ____________, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed or of the Corporate Units such Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with , for settlement on the remarketing contemplated herebyPurchase Contract Settlement Date, pursuant to the Remarketing Agent will enter into a Supplemental Remarketing Underwriting Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital the Trust and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital the Purchase Contract Agent and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Underwriting Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheldcircumstances). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx shall not act as Remarketing Agent or Reset Agent hereunder. The Company and Duke Capital agree that Xxxxxx Xxxxxxx shall have the right, on 15 Business Days notice to the Company and Duke Capital, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke Capital. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Underwriting Agreement, the Remarketing Agent, either as the sole remarketing agent underwriter or as the representative of a group of syndicate including the Remarketing Agent and one or more other remarketing agents appointed as aforesaidunderwriters designated by the Remarketing Agent, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered forand any such other remarketing underwriters will purchase severally the Preferred Securities or the Debentures, or otherwise are as the case may be, to be included in, sold by the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount holder or holders of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, Preferred Securities or Income PRIDES on the third Business Day immediately preceding the Purchase Contract Settlement DateDate and use their reasonable efforts to remarket such Preferred Securities or the Debentures, as the Senior Notes that case may be, (such purchase and remarketing being hereinafter referred to as the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary "Remarketing"), at a price of approximately 100.5% of such Preferred Securities aggregate stated liquidation amount plus any accrued and unpaid distributions (including any deferred distributions) and in the case of Debentures, at a price of approximately 100.5% of such Debentures aggregate principal amount of such Senior Notesplus any accrued and unpaid interest (including any deferred interest). Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price, in the case of the Initial Remarketing, Preferred Securities or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary RemarketingDebentures, as the case may be, for a price less than 100% of the aggregate stated liquidation amount or aggregate principal amount of such Preferred Securities or Debentures, respectively, plus accumulated and unpaid distributions or accrued and unpaid interest, as the case may be. The proceeds of such remarketing shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A or 5.4 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx Xxxxx hereby accepts such appointment, (i) as the Reset Agent to deter mine determine in consultation with the Company and Duke CapitalCompany, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing AgentAgreement) with re spect respect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke CapitalCompany, by notice to the Reset Agent prior to the tenth Business Day preceding _____May 17, 2004, in the case of the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, in the case of the Second ary Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes of the Senior Noteholders Note holders electing to have their Senior Notes remarketed and of the Corporate Units Income PRIDES holders on the Initial Remarketing Date, for settlement on ____________May 17, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders Note holders electing to have their Senior Notes remarketed or of the Corporate Units Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunderhereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company and Duke Capital agree agrees that Xxxxxx Xxxxxxx Xxxxx shall have the right, on 15 Business Days notice to the Company and Duke CapitalCompany, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke CapitalCompany. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Purchase Contract Agent and Trustee (as such term is defined in the Custodial Agent Indenture) shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Purchase Contract Settlement Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent Trustee shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Senior Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price (the "Minimum Initial Remarketing Price"), in the case of the Initial Remarketing, or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A 5.4 or 5.4 5.5 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). The right of each holder of Notes or Income PRIDES to have Notes tendered for the Initial Remarketing or the Secondary Remarketing, as the case may be, shall be limited to the extent that (i) the Remarketing Agent conducts an Initial Remarketing and, in the event of a Failed Initial Remarketing, a Secondary Remarketing pursuant to the terms of this Agreement, (ii) Notes tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price of not less than the Minimum Initial Remarketing Price, in the case of the Initial Remarketing, and 100% of the principal amount thereof, in the case of the Secondary Remarketing and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Merrill Lynch and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx Merrill Lynch hereby accepts such appointment, (i) as the Reset Agent to deter mine xx xxe Xxxxt Agexx xx xexxxxxne, in consultation with the Company and Duke Capital, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amendedAgreement), provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing Agent) with re spect to the Senior Notes, Notes (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, Date and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke CapitalCompany, by notice to the Reset Agent prior to the tenth Business Day preceding _____(x) November 17, 2004, in the case of the Initial Remarketing (as defined below), or (y) the Purchase Contract Settlement Date, in the case of the Second ary Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) law and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx Merrill Lynch to appoint additional remarketing agents hereunder as described belowxxxxxxbxx xxlow) to (1) remarket the Senior Notes of the Senior Noteholders Note holders electing to have their Senior Notes remarketed and of the Corporate Units Income PRIDES holders on the Initial Remarketing Date, for settlement on ____________November 17, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders Note holders electing to have their Senior Notes remarketed or of the Corporate Units Income PRIDES holders who have not early settled the related Purchase Contracts and who have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx Merrill Lynch is not the sole remarketing agent, and with such further changes therein furtxxx xxxnxxx xherein as the Remarketing Agent may reasonably request), ) or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx Merrill Lynch shall not be obligated to act as Remarketing Agent or Reset Agent hereunderXxxxx Axxxx hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Merrill Lynch. The Company and Duke Capital agree agrees that Xxxxxx Xxxxxxx Merrill Lynch shall have the rightxxxxx, on 15 xx 00 Business Days Days' notice to the Company and Duke Capitalxxx Xxxpxxx, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke CapitalCompany. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Purchase Contract Agent and Trustee (as such term is defined in the Custodial Agent Indenture) shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Purchase Contract Settlement Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent Trustee shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Senior Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price (the "Minimum Initial Remarketing Price"), in the case of the Initial Remarketing, or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A 5.4 or 5.4 5.5 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). The right of each holder of Notes or Income PRIDES to have Notes tendered for the Initial Remarketing or the Secondary Remarketing, as the case may be, shall be limited to the extent that (i) the Remarketing Agent conducts an Initial Remarketing and, in the event of a Failed Initial Remarketing, a Secondary Remarketing pursuant to the terms of this Agreement, (ii) Notes tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price of not less than the Minimum Initial Remarketing Price, in the case of the Initial Remarketing, and 100% of the principal amount thereof, in the case of the Secondary Remarketing and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints ___________, and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx ___________ hereby accepts such appointment, as (i) as the Reset Agent reset agent to deter mine determine in consultation with the Company and Duke CapitalCompany, in the manner provided for herein and in the Third First Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing Agent) with re spect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Remarketing Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5approximately 100.25% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Remarketing Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of approximately 100.25% of the Treasury Portfolio Purchase Price as of the Second Remarketing Date, (3) in the event of a Failed Second Remarketing, the Reset Rate that, in the opinion of the Remarketing Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of approximately 100.25% of the Treasury Portfolio Purchase Price as of the Third Remarketing Date, (4) in the event of a Failed Third Remarketing, unless a Final Failed Remarketing occurs, the Reset Rate that, in the opinion of the Remarketing Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5approximately 100.25% of its the aggregate principal amount of the Senior Notes as of the third Business Day preceding the Purchase Contract Settlement Date, and (5) in the event of a Final Failed Remarketing, the Reset Rate that will be equal to the sum of the Reset Spread and the rate of interest on the Two-Year Benchmark Treasury in effect on the Final Remarketing Date, provided, in each case, that the Company and Duke CapitalCompany, by notice to the Reset Remarketing Agent prior to the tenth Business Day preceding _____February 15, 20042005, in the case of the Initial Remarketing, March 15, 2005, in the case of the Second Remarketing, April 15, 2005, in the case of the Third Remarketing (as defined below), or the Purchase Contract Settlement Date, in the case of the Second ary Remarketing (as defined below)Final Remarketing, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) law and (ii) as the exclusive Remarketing Agent remarketing agent (subject to the right of Xxxxxx Xxxxxxx _________ to appoint additional remarketing agents hereunder as or described below) to (1) remarket the Senior Notes of the Senior Noteholders Note holders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Initial Remarketing Date, for settlement on ____________February 15, 2004 and 2005, (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Note holders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Second Remarketing Date, for settlement on March 15, 2005, (3) in the case of a Failed Second Remarketing, remarket the Senior Notes of the Senior Note holders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Third Remarketing Date, for settlement on April 15, 2005 and (4) in the case of a Failed Third Remarketing, remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed or and of the Corporate Units holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash SettlementSettlement on the fourth Business Day immediately preceding the Purchase Contract Settlement Date (or have so notified the Purchase Contract Agent, but have not paid the Purchase Price on or prior to the fourth Business Day immediately preceding the Purchase Contract Settlement Date). In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx the ____________ is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld)Company. Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx ___________ shall not act as Remarketing Agent or Reset Agent hereunder. The Company and Duke Capital agree agrees that Xxxxxx Xxxxxxx ___________ shall have the right, on 15 Business Days Days' notice to the Company and Duke CapitalCompany, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke CapitalCompany. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5100.25% of the Treasury Portfolio Purchase Price and Price, (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Purchase Contract Settlement Second Remarketing Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Second Remarketing, at a price of approximately 100.5100.25% of the Treasury Portfolio Purchase Price, (iii) in the event of a Failed Second Remarketing, remarket, on the Third Remarketing Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Third Remarketing, at a price of approximately 100.25% of the Treasury Portfolio Purchase Price, and (iv) in the event of a Failed Third Remarketing, remarket, on the Final Remarketing Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Final Remarketing, at a price of approximately 100.25% of the aggregate principal amount of such Senior Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price, in the case of the Initial Remarketing, Second Remarketing or Third Remarketing, or 100% of the aggregate principal amount of such Senior Notes, in the case of the Secondary Final Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing, Second Remarketing, Third Remarketing or Secondary Final Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A 5.3 or 5.4 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall not have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Second Remarketing, Third Remarketing or Final Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g3.01(g) and (h), 3.02(g) and (h), 3.03(g) and (h) and 302 3.04 (h) and (i) of the Third First Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints each of Citigroup and Duke Capital hereby appoint Xxxxxx Xxxxxxx JPMorgan as a remarketing agent, and Xxxxxx Xxxxxxx Citigroup and JPMorgan each hereby accepts such appointment, for the purpose of (i) Remarketing the Debentures on behalf of the holders thereof and (ii) performing such other duties as are assigned to it as Remarketing Agent in the Reset procedures set forth herein and in the Related Agreements. (b) Each Remarketing Agent shall use its commercially reasonable efforts to deter mine remarket the (i) Debentures underlying the Pledged Debentures and (ii) Separate Debentures of the Holders of Separate Debentures, if any, who have elected to have their Separate Debentures remarketed in such Remarketing pursuant to the terms of the Purchase Contract Agreement, each as identified to the Remarketing Agent by the Purchase Contract Agent and the Custodial Agent by the close of business on the second Business Day immediately preceding the applicable Remarketing Period Start Date (the “Remarketed Debentures”), commencing on the applicable Remarketing Period Start Date, to obtain a price that results in proceeds, net of the Remarketing Agents’ Fee set forth in Section 4, at least equal to 100% of the sum of the Treasury Portfolio Purchase Price and the Separate Debentures Purchase Price (the “Remarketing Price”). (c) Each Remarketing Agent agrees to (i) determine, in consultation with the Company and Duke CapitalCompany, in the manner provided for herein and in the Third Purchase Contract Agreement and the applicable Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing Agent) with re spect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial RemarketingIndenture, the Reset Rate thator Reset Spread for the Debentures, (ii) consult with the Company regarding the Company’s election whether to modify the maturity date or redemption provisions of the Debentures, and (iii) perform such other duties as are assigned to the Remarketing Agent in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke Capital, by notice to the Reset Agent prior to the tenth Business Day preceding _____, 2004, in the case of the Initial Related Agreements. (d) The Remarketing (as defined below), or the Purchase Contract Settlement Date, in the case of the Second ary Remarketing (as defined below), Agents shall, if applicablerequired by the Act or the rules and regulations promulgated thereunder, limit deliver to each purchaser a Prospectus (or issue a notice referred to in Rule 173(a) under the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Initial Remarketing Date, for settlement on ____________, 2004 and (2Act) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed or of the Corporate Units holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx shall not act as Remarketing Agent or Reset Agent hereunder. The Company and Duke Capital agree that Xxxxxx Xxxxxxx shall have the right, on 15 Business Days notice to the Company and Duke Capital, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke Capital. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agentRemarketing. (be) Pursuant Each Remarketing Agent agrees to the Supplemental conduct each Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to in accordance with this Agreement and with the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Purchase Contract Settlement Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Senior Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price, in the case of the Initial Remarketing, or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A or 5.4 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference)Related Agreements. (cf) It is understood and agreed that neither the The Remarketing Agent nor the Reset Agent Agents shall not have any obligation whatsoever to purchase any Senior NotesRemarketed Debentures, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes Debentures for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior NotesRemarketing. The Company and Duke Capital shall similarly not be obligated in any case to provide funds to make payment upon tender of Senior Notes the Debentures for remarketingRemarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Merrill Lynch and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx Merrill Lynch hereby accepts such appointment, (i) as the Reset xx xxx Rxxxx Agent to deter mine xx xxxexxxxx in consultation with the Company and Duke CapitalCompany, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent Declaration with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing Agent) with re spect to the Senior NotesTrust Securities and the Indenture with respect to the Debentures, (1) the Reset Rate thatRate, that in the opinion of the Reset Agent, will, when applied to the Senior NotesTrust Securities (and, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketingthus, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior NotesDebentures), enable a Senior Note Trust Security (and, thus, a Debenture), to have an approximate market value of approximately 100.5% of its principal the aggregate stated liquidation amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke Capital, by notice to the Reset Agent prior to the tenth Business Day preceding _____, 2004, in the case of such Trust Security and the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, aggregate principal amount in the case of such Debenture, provided that the Second ary Remarketing Company may limit such Reset Rate to be no higher than the rate on the Two-Year Benchmark Treasury plus 200 basis points (as defined below2%), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes Capital Securities, or the Debentures, as the case may be, as the case may be, of the Senior Noteholders such Capital Security or Debenture holders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Initial Remarketing DateCapital Securities or Debentures remarketed, for settlement on ____________, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed or of the Corporate Units such Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with , for settlement on the remarketing contemplated herebyPurchase Contract Settlement Date, pursuant to the Remarketing Agent will enter into a Supplemental Remarketing Underwriting Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital the Trust and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital the Purchase Contract Agent and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Underwriting Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheldcircumstances). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx shall not act as Remarketing Agent or Reset Agent hereunder. The Company and Duke Capital agree that Xxxxxx Xxxxxxx shall have the right, on 15 Business Days notice to the Company and Duke Capital, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke Capital. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Underwriting Agreement, the Remarketing Agent, either as the sole remarketing agent underwriter or as the representative of a group of syndicate including the Remarketing Agent and one or more other remarketing agents appointed as aforesaidunderwriters designated by the Remarketing Agent, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered forand any such other remarketing underwriters will purchase severally the Capital Securities or the Debentures, or otherwise are as the case may be, to be included in, sold by the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount holder or holders of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, Capital Securities or Income PRIDES on the third Business Day immediately preceding the Purchase Contract Settlement DateDate and use their reasonable efforts to remarket such Capital Securities or the Debentures, as the Senior Notes that case may be, (such purchase and remarketing being hereinafter referred to as the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary "Remarketing"), at a price of approximately 100.5% of such Capital Securities aggregate stated liquidation amount plus any accumulated and unpaid distributions and in the case of Debentures, at a price of approximately 100.5% of such Debentures aggregate principal amount of such Senior Notesplus any accrued and unpaid interest. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price, in the case of the Initial Remarketing, Capital Securities or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary RemarketingDebentures, as the case may be, for a price less than 100% of the aggregate stated liquidation amount or aggregate principal amount of such Capital Securities or Debentures, respectively, plus accumulated and unpaid distributions or accrued and unpaid interest, as the case may be. The proceeds of such remarketing shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A or 5.4 5.3 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx Xxxxx hereby accepts such appointment, (i) as the Reset Agent to deter mine determine in consultation with the Company and Duke CapitalCompany, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing AgentAgreement) with re spect respect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke CapitalCompany, by notice to the Reset Agent prior to the tenth Business Day preceding _____May 17, 2004, in the case of the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, in the case of the Second ary Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes of the Senior Noteholders Note holders electing to have their Senior Notes remarketed and of the Corporate Units Income PRIDES holders on the Initial Remarketing Date, for settlement on ____________May 17, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders Note holders electing to have their Senior Notes remarketed or of the Corporate Units Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunderhereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company and Duke Capital agree agrees that Xxxxxx Xxxxxxx Xxxxx shall have the right, on 15 Business Days notice to the Company and Duke CapitalCompany, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke CapitalCompany. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Purchase Contract Agent and Trustee (as such term is defined in the Custodial Agent Indenture) shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Purchase Contract Settlement Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent Trustee shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Senior Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price (the "Minimum Initial Remarketing Price"), in the case of the Initial Remarketing, or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A 5.3 or 5.4 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). The right of each holder of Notes or Income PRIDES to have Notes tendered for the Initial Remarketing or the Secondary Remarketing, as the case may be, shall be limited to the extent that (i) the Remarketing Agent conducts an Initial Remarketing and, in the event of a Failed Initial Remarketing, a Secondary Remarketing pursuant to the terms of this Agreement, (ii) Notes tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price of not less than the Minimum Initial Remarketing Price, in the case of the Initial Remarketing, and 100% of the principal amount thereof, in the case of the Secondary Remarketing and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx hereby accepts such appointment, (i) as the Reset Agent to deter mine determine in consultation with the Company and Duke Capital, in the manner provided for herein and in the Third Fourth Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing Agent) with re spect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke Capital, by notice to the Reset Agent prior to the tenth Business Day preceding _____[ ] , 2004, in the case of the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, in the case of the Second ary Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Initial Remarketing Date, for settlement on ____________[ ] , 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed or of the Corporate Units holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx shall not act as Remarketing Agent or Reset Agent hereunder. The Company and Duke Capital agree that Xxxxxx Xxxxxxx shall have the right, on 15 Business Days Days' notice to the Company and Duke Capital, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke Capital. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Purchase Contract Settlement Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Senior Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price, in the case of the Initial Remarketing, or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A or 5.4 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g3.01(g) and (h) and 302 3.02 (h) and (i) of the Third Fourth Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company and Duke Capital the Trust hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx hereby Merrxxx Xxxcx xxx Merrxxx Xxxcx xxxeby accepts such appointment, (i) as the Reset Agent Agent, to deter mine determine, in consultation with the Company and Duke CapitalCompany, in the manner provided for herein in the Trust Agreement with respect to the Trust Securities and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing Agent) with re spect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial RemarketingDebentures, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior NotesTrust Securities (and, thus, the Debentures), enable a Senior Note Trust Security (and, thus, a Debenture), to have an approximate market value of approximately 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke Capital, by notice to the Reset Agent prior to the tenth Business Day preceding _____, 2004aggregate stated liquidation amount, in the case of such Trust Security, and of the Initial Remarketing (as defined below), or the Purchase Contract Settlement Dateaggregate principal amount, in the case of such Debenture (provided that the Second ary Remarketing Company may limit such Reset Rate to be no higher than the rate on the Two-Year Benchmark Treasury plus 200 basis points (as defined below2%), shalland provided, if applicablefurther, limit that the Reset Rate so that it does not shall in no event exceed the maximum rate permitted by applicable law) ), and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes Preferred Securities, or the Debentures, as the case may be, of the Senior Noteholders electing such holders of Underlying Preferred Securities or Debentures which elect to have their Senior Notes remarketed and of the Corporate Units holders on the Initial Remarketing DateUnderlying Preferred Securities or Debentures remarketed, for settlement on ____________, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed or of the Corporate Units such Income PRIDES holders who which have not early settled the related Purchase Contracts early and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with , for settlement on the Purchase Contract Settlement Date, pursuant to a remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") underwriting agreement with the Company, Duke Capital the Trust and the Purchase Contract AgentAgent (the "Remarketing Underwriting Agreement"), which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital the Purchase Contract Agent and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Underwriting Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheldcircumstances). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx shall not act as Remarketing Agent or Reset Agent hereunder. The Company and Duke Capital agree that Xxxxxx Xxxxxxx shall have the right, on 15 Business Days notice to the Company and Duke Capital, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke Capital. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Underwriting Agreement, the Remarketing Agent, either as the sole remarketing agent underwriter or as the representative of a group of syndicate including the Remarketing Agent and one or more other remarketing agents appointed as aforesaidunderwriters designated by the Remarketing Agent, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered forand any such other remarketing underwriters will purchase severally the Underlying Preferred Securities or the Debentures, or otherwise are as the case may be, to be included in, sold by the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount holder or holders of Underlying Preferred Securities comprising part of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, Income PRIDES on the third Business Day immediately preceding the Purchase Contract Settlement DateDate and will use its reasonable efforts to remarket such Underlying Preferred Securities or the Debentures, as the Senior Notes that case may be (such purchase and remarketing being hereinafter referred to as the Purchase Contract Agent "Remarketing"), at a price of approximately 100.5% of the aggregate stated liquidation amount of such Underlying Preferred Securities plus any accrued and unpaid distributions (including any deferred distributions) and, in the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Remarketingcase of Debentures, at a price of approximately 100.5% of the aggregate principal amount of such Senior NotesDebentures plus any accrued and unpaid interest thereon (including any deferred interest). Notwithstanding the preceding sentence, the Remarketing Agent shall not neither purchase nor remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price, in the case of the Initial Remarketing, Underlying Preferred Securities or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary RemarketingDebentures, as the case may be, shall for a price less than 100% of the aggregate stated liquidation amount or aggregate principal amount of such Underlying Preferred Securities or Debentures, respectively, plus accumulated and unpaid distributions or accrued and unpaid interest, as the case may be. However, such market value may be paid less than 100.5%, including where the Reset Spread is limited to the Collateral Agent in accordance with Section 4.6 maximum of 2% or 6.3 of the Pledge Agreement and Section 5.3A or 5.4 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). (c) It is understood and agreed that neither the Remarketing Agent nor if the Reset Agent shall have any obligation whatsoever Rate were to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketinglimited by applicable law. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints . and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx . hereby accepts such appointment, (i) as the Reset Agent to deter mine determine in consultation with the Company and Duke CapitalCompany, in the manner provided for herein and in the Third Supplemental Indenture (as defined in Schedule I hereto) (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing AgentAgreement) with re spect respect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Secondary Remarketing Date, and (3) in the event of a Failed Secondary Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke CapitalCompany, by notice to the Reset Agent prior to the tenth Business Day preceding _____(x) February 17, 20042005, in the case of the Initial Remarketing Remarketing, (as defined below)y) April 17, 2005, in the case of the Secondary Remarketing, or (z) the Purchase Contract Settlement Date, in the case of the Second ary Final Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) law and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx * to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes of the Senior Noteholders Note holders electing to have their Senior Notes remarketed and of the Corporate Income Equity Units holders on the Initial Remarketing Date, for settlement on ____________February 17, 2004 and 2005, (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders Note holders electing to have their Senior Notes remarketed and of the Income Equity Units holders on the Secondary Remarketing Date, for settlement on April 17, 2005 and (3) in the case of a Failed Secondary Remarketing, remarket the Notes of the Note holders electing to have their Notes remarketed or of the Corporate Income Equity Units holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital the Purchase Contract Agent and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx * is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital the Purchase Contract Agent (such approval not to be unreasonably withheldwithheld by either such party). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx * shall not be obligated to act as Remarketing Agent or Reset Agent hereunderhereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to *. The Company and Duke Capital agree agrees that Xxxxxx Xxxxxxx * shall have the right, on 15 Business Days notice to the Company and Duke CapitalCompany, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke CapitalCompany. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Purchase Contract Settlement Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Senior Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price, in the case of the Initial Remarketing, or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A or 5.4 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx hereby appoints Merrxxx Xxxcx xxx Merrxxx Xxxcx xxxeby accepts such appointment, (i) as the Reset Agent to deter mine determine in consultation with the Company and Duke CapitalCompany, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing AgentAgreement) with re spect respect to the Senior NotesDebentures, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior NotesDebentures, enable the Applicable Principal Amount of the Senior Notes Debentures to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior NotesDebentures, enable a Senior Note Debenture to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke CapitalCompany, by notice to the Reset Agent prior to the tenth Business Day preceding _____, 20042003, in the case of the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, in the case of the Second ary Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx to Merrxxx Xxxcx xx appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes Debentures of the Senior Noteholders Debenture holders electing to have their Senior Notes Debentures remarketed and of the Corporate Units holders on the Initial Remarketing Date, for settlement on ____________, 2004 2003 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes Debentures of the Senior Noteholders Debenture holders electing to have their Senior Notes Debentures remarketed or of the Corporate Units holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other 4 provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx is Merrxxx Xxxcx xx not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, Merrxxx Xxxcx xxxll not be obligated to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx shall not act as Remarketing Agent or Reset Agent hereunderhereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Merrxxx Xxxcx. The Xxe Company and Duke Capital agree agrees that Xxxxxx Xxxxxxx shall Merrxxx Xxxcx xxxll have the right, on 15 Business Days notice to the Company and Duke CapitalCompany, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke CapitalCompany. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes Debentures that the Purchase Contract Agent and Trustee (as such term is defined in the Custodial Agent Indenture) shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note Debenture such that the aggregate price for the Applicable Principal Amount of the Senior Notes Debentures is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Purchase Contract Settlement Date, the Senior Notes Debentures that the Purchase Contract Agent and the Custodial Agent Trustee shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Senior NotesDebentures. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes Debentures for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes Debentures to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price, in the case of the Initial Remarketing, or the aggregate principal amount of such Senior NotesDebentures, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A 5.3 or 5.4 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). The right of each holder of Debentures or Corporate Units to have Debentures tendered for the Initial Remarketing or the Secondary Remarketing, as the case may be, shall be limited to the extent that (i) the Remarketing Agent conducts an Initial Remarketing and, in the event of a Failed Initial Remarketing, a Secondary Remarketing pursuant to the terms of this Agreement, (ii) Debentures tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Debentures at a price of not less than the Minimum Initial Remarketing Price, in the case of the Initial Remarketing, and 100% of the principal amount thereof, in the case of the Secondary Remarketing and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior NotesDebentures, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes Debentures for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior NotesDebentures. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes Debentures for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx hereby accepts such appointment, (i) as the Reset Agent to deter mine determine in consultation with the Company and Duke Capital, in the manner provided for herein and in the Third Fourth Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing Agent) with re spect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Second Remarketing Date, (3) in the event of a Failed Second Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Third Remarketing Date, and (4) in the event of a Failed Third Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke Capital, by notice to the Reset Agent prior to the tenth Business Day preceding _____August 16, 2004, in the case of the Initial Remarketing, September 16, 2004, in the case of the Second Remarketing, October 16, 2004, in the case of the Third Remarketing (as defined below), or the Purchase Contract Settlement Date, in the case of the Second ary Remarketing (as defined below)Final Remarketing, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) law and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Initial Remarketing Date, for settlement on ____________August 16, 2004 and 2004, (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Second Remarketing Date, for settlement on September 16, 2004, (3) in the case of a Failed Second Remarketing, remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Third Remarketing Date, for settlement on October 16, 2004 and (4) in the case of a Failed Third Remarketing, remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed or of the Corporate Units holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash SettlementSettlement on the fourth Business Day immediately preceding the Purchase Contract Settlement Date. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx shall not act as Remarketing Agent or Reset Agent hereunder. The Company and Duke Capital agree that Xxxxxx Xxxxxxx shall have the right, on 15 Business Days Days' notice to the Company and Duke Capital, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke Capital. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and Price, (ii) in the event of a Failed Initial Remarketing, remarket, on the Second Remarketing Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Second Remarketing, at a price of approximately 100.5% of the Treasury Portfolio Purchase Price, (iii) in the event of a Failed Second Remarketing, remarket, on the Third Remarketing Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Third Remarketing, at a price of approximately 100.5% of the Treasury Portfolio Purchase Price, and (iv) in the event of a Failed Third Remarketing, remarket, on the third Business Day immediately preceding the Purchase Contract Settlement Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Final Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Senior Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price, in the case of the Initial Remarketing, Second Remarketing or Third Remarketing, or the aggregate principal amount of such Senior Notes, in the case of the Secondary Final Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing, Second Remarketing, Third Remarketing or Secondary Final Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A or 5.4 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.Section

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx Xxxxx hereby accepts such appointment, (i) as the Reset Agent to deter mine determine in consultation with the Company and Duke CapitalCompany, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing AgentAgreement) with re spect respect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke CapitalCompany, by notice to the Reset Agent prior to the tenth Business Day preceding _____August 17, 2004, in the case of the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, in the case of the Second ary Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes of the Senior Noteholders Note holders electing to have their Senior Notes remarketed and of the Corporate Units Income PRIDES holders on the Initial Remarketing Date, for settlement on ____________August 17, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders Note holders electing to have their Senior Notes remarketed or of the Corporate Units Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Underwriting Agreement (the "Supplemental Remarketing Underwriting Agreement") with the Company, Duke Capital Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Underwriting Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunderhereunder unless the Remarketing Underwriting Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company and Duke Capital agree agrees that Xxxxxx Xxxxxxx Xxxxx shall have the right, on 15 Business Days notice to the Company and Duke CapitalCompany, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke CapitalCompany. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Underwriting Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing DateDate (the "Initial Remarketing"), the Senior Notes that the Purchase Contract Agent and Trustee (as such term is defined in the Custodial Agent Indenture) shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Purchase Contract Settlement DateDate (the "Secondary Remarketing"), the Senior Notes that the Purchase Contract Agent and the Custodial Agent Trustee shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Senior Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price (the "Minimum Initial Remarketing Price"), in the case of the Initial Remarketing, or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A or 5.4 5.2 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). The right of each holder of Notes or Income PRIDES to have Notes tendered for the Initial Remarketing or the Secondary Remarketing, as the case may be, shall be limited to the extent that (i) the Remarketing Agent conducts an Initial Remarketing and, in the event of a Failed Initial Remarketing, a Secondary Remarketing pursuant to the terms of this Agreement, (ii) Notes tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price of not less than the Minimum Initial Remarketing Price, in the case of the Initial Remarketing, and 100% of the principal amount thereof, in the case of the Secondary Remarketing and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Underwriting Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx hereby accepts such appointment, (i) as the Reset Agent to deter mine in consultation with the Company and Duke Capital, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects affect the Remarketing Agent's rights, unless such amend ment amendment is effected with the prior written consent of the Remarketing Agent) with re spect respect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke Capital, by notice to the Reset Agent prior to the tenth Business Day preceding _____, 2004, in the case of the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, in the case of the Second ary Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Initial Remarketing Date, for settlement on ____________, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed or of the Corporate Units holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx shall not act as Remarketing Agent or Reset Agent hereunder. The Company and Duke Capital agree that Xxxxxx Xxxxxxx shall have the right, on 15 Business Days notice to the Company and Duke Capital, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke Capital. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Purchase Contract Settlement Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Senior Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price, in the case of the Initial Remarketing, or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A or 5.4 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints JPMorgan and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx JPMorgan hereby accepts such appointment, as the exclusive Remarketing Agent (subject to the right of the Remarketing Agent to appoint additional remarketing agents hereunder as described below) to: (i) as the Reset Agent to deter mine determine in consultation with the Company and Duke CapitalCompany, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amendedIndenture, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing Agent) with re spect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as case of the Initial Remarketing Date, and (2) in the event of a Failed Initial or any Interim Remarketing, the Reset Rate that, in the opinion of the Reset Remarketing Agent, will, when applied to the Senior Notes, enable the aggregate principal amount of the Notes being remarketed to have an approximate aggregate market value, subject to the proviso below, of 100.25% of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price as of the Initial Remarketing Date or Interim Remarketing Date, as applicable, (2) in the case of the Final Remarketing, the Reset Rate that, in the opinion of the Remarketing Agent, will, when applied to the Notes, enable a Senior Note to have an approximate aggregate market value of 100.5approximately 100.25% (but not less than 100%) of its principal amount as of the third Business Day preceding Final Remarketing Date and (3) in the Purchase Contract Settlement Datecase of a Failed Final Remarketing, the Reset Rate equal to (x) the Three-Year Benchmark Treasury Rate (as defined in the Indenture) plus (y) the Applicable Spread (as defined in the Indenture), provided, in each case, that (A) the Company Reset Rate will in no event be less than 4.90%, and Duke Capital(B) the Company, by notice to the Reset Remarketing Agent prior to the tenth eighth Business Day preceding _____, 2004(x) the Initial Remarketing Date, in the case of the Initial Remarketing and any Interim Remarketing or (as defined below), or y) the Purchase Contract Settlement Date, in the case of the Second ary Remarketing (as defined below)Final Remarketing, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and ; and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx to appoint additional remarketing agents hereunder as described below) to remarket (1) remarket in the Senior Initial Remarketing on the Initial Remarketing Date, the Notes of the Senior Noteholders Separate Note holders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Initial Remarketing DateMEDS holders, for settlement on ____________, 2004 and (2) in the case of a Failed Initial Remarketing, remarket in any Interim Remarketing on the Senior Interim Remarketing Date for such Interim Remarketing, the Notes of the Senior Noteholders electing Separate Note holders who elected to have their Senior Notes remarketed or and of the Corporate Units MEDS holders, and (3) in the case of a Failed Initial Remarketing (and no Successful Interim Remarketing), in the Final Remarketing on the Final Remarketing Date, the Notes of the Separate Note holders who elected to have not early settled their Notes remarketed and of the related Purchase Contracts and Corporate MEDS holders who have failed to notify the Purchase Contract Agent, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement, or who have so notified the Purchase Contract Agent but have failed to make the required cash payment prior to 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date. (iii) if there are no Corporate MEDS outstanding and none of the Holders of Separate Notes have elected to have such Separate Notes remarketed, determine the Reset Rate as the rate that would have been established had a remarketing been held on the Initial Remarketing Date. (iv) in the event of a Failed Final Remarketing, determine the Reset Rate as the rate equal to the Three-Year Benchmark Treasury Rate (as defined in the Second Supplemental Indenture) plus the Applicable Spread (as defined in the Second Supplemental Indenture). In connection with the any remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx the Remarketing Agent is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx JPMorgan shall not be obligated to act as Remarketing Agent or Reset Agent hereunderhereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to JPMorgan. The Company and Duke Capital agree agrees that Xxxxxx Xxxxxxx the Remarketing Agent shall have the right, on 15 Business Days notice to the Company and Duke CapitalCompany, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke CapitalCompany. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its commercially reasonable best efforts to remarket (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Custodial Agent (as such term is defined in the Pledge Agreement) and the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, in the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount Notes being remarketed is at least 100.25% of the Senior Notes is approximately 100.5% sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price, (ii) in the event of a Failed Initial Remarketing, remarketin any Interim Remarketing on any Interim Remarketing Date, the Notes that were included in the Initial Remarketing, at a price per Note such that the aggregate price for the Notes being remarketed is at least 100.25% of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price, and (iii) in the event of a Failed Initial Remarketing (and no Successful Interim Remarketing), in the Final Remarketing on the third Business Day immediately preceding Final Remarketing Date, the Notes that the Custodial Agent and the Purchase Contract Settlement Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, in the Secondary Final Remarketing, at a price of approximately 100.5100.25% (but not less than 100%) of the aggregate principal amount of such Senior NotesNotes being remarketed. Notwithstanding the preceding sentenceWith respect to an Interim Remarketing, the Remarketing Agent shall notify the Purchase Contract Agent and the Collateral Agent of the Interim Remarketing Date, not later than two Business Days prior to such Interim Remarketing Date. The Remarketing Agent shall not remarket any Senior Notes for a price per Note that is less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100100.25% of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price, in the case of the Initial Remarketing or any Interim Remarketing, or 100% of the aggregate principal amount of such Senior Notes, in the case of the Secondary Final Remarketing. If a Failed Initial Remarketing, Failed Interim Remarketing or Failed Final Remarketing occurs, the Remarketing Agent shall so advise by telephone the Purchase Contract Agent, Collateral Agent, Company, Trustee, and Depositary. By approximately 4:30 P.M., New York City time, on the date of a Successful Remarketing, the Remarketing Agent shall advise, by telephone (i) the Purchase Contract Agent, Collateral Agent, Company, Trustee, and Depositary of the Reset Rate determined in the Successful Remarketing and the aggregate principal amount of Notes sold in the Successful Remarketing, (ii) each purchaser (or the Depositary Participant thereof) of the Reset Rate and the aggregate principal amount of Notes such purchaser is to purchase and (iii) each purchaser to give instructions to its Depositary Participant to pay the purchase price on the date three Business Days following the date of a Successful Remarketing in same day funds against delivery of the Notes purchased through the facilities of the Depositary. In the case of a Failed Final Remarketing, by approximately 4:30 P.M., New York City time, on the date of the Failed Final Remarketing, the Remarketing Agent shall advise, by telephone the Collateral Agent, Purchase Contract Agent, Company, Trustee, and Depositary of the Reset Rate. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing, Interim Remarketing or Secondary Final Remarketing, as the case may be, (i) with respect to the Notes which are components of the Corporate MEDS, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 5.07 of the Pledge Agreement and Section 5.3A or 5.4 5.02 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference)) and (ii) with respect to the Separate Notes, shall be paid to the Custodial Agent for payment to the holders of such Separate Notes in accordance with Section 5.02 of the Purchase Contract Agreement. The right of each holder of Separate Notes or Corporate MEDS to have Notes tendered for the Initial Remarketing, any Interim Remarketing or the Final Remarketing, as the case may be, shall be limited to the extent that (i) the Remarketing Agent conducts an Initial Remarketing and, in the event of a Failed Initial Remarketing, an Interim Remarketing and, in the event of a Failed Initial Remarketing and no Successful Interim Remarketing, a Final Remarketing pursuant to the terms of this Agreement, (ii) Notes tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price of not less than (A) 100.25% of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price, in the case of the Initial Remarketing or any Interim Remarketing, and (B) 100% of the principal amount thereof, in the case of the Final Remarketing and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any no obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary any Interim Remarketing, the Final Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their its own funds or incur or be exposed to financial liability in the performance of their respective its duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Xxxxxxx Xxxxx and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx Xxxxx hereby accepts such appointment, (i) as the Reset Agent to deter mine determine in consultation with the Company and Duke CapitalCompany, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent Declaration with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing Agent) with re spect to the Senior Trust Securities and the Indenture with respect to the Notes, (1) the Reset Rate thatRate, that in the opinion of the Reset Agent, will, when applied to the Senior Trust Securities (and, thus, the Notes), enable the Applicable Principal Amount of the Senior Notes a Trust Security (and, thus, a Note), to have an approximate aggregate a market value of approximately 100.5% of of: (1) the Treasury Portfolio Purchase Price as of the Initial Remarketing Dateaggregate stated liquidation amount (plus deferred and unpaid distributions, and (2if any) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke Capital, by notice to the Reset Agent prior to the tenth Business Day preceding _____, 2004, in the case of such Trust Security or (2) the Initial Remarketing aggregate principal amount (as defined below)plus deferred and unpaid interest, or the Purchase Contract Settlement Date, if any) in the case of the Second ary Remarketing (as defined below)such Note; PROVIDED, shallHOWEVER, if applicable, limit that the Reset Rate so that it does shall not exceed be less than 6.9% and shall not be higher than the maximum rate permitted by under applicable law) , and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes Preferred Trust Securities, or the Notes, as the case may be, of the Senior Noteholders such Preferred Trust Security or Note holders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Initial Remarketing DatePreferred Trust Securities or Notes, for settlement on ____________, 2004 and (2) in as the case of a Failed Initial Remarketingmay be, remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed remarketed, or of the Corporate Units such Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with , for settlement on the remarketing contemplated herebyPurchase Contract Settlement Date, pursuant to the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital the Trust and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital the Purchase Contract Agent and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably requestcircumstances), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx shall not act as Remarketing Agent or Reset Agent hereunder. The Company and Duke Capital agree that Xxxxxx Xxxxxxx shall have the right, on 15 Business Days notice to the Company and Duke Capital, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke Capital. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as the sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaidappointed, pursuant to the Supplemental Remarketing Agreement, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarketremarket the Preferred Trust Securities or the Notes, on as the Initial Remarketing Datecase may be, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included insold by the holder or holders of Preferred Trust Securities, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, or Income PRIDES on the third Business Day immediately preceding the Purchase Contract Settlement Date, Date based on the Senior Notes that Reset Rate (such remarketing being hereinafter referred to as the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary "Remarketing"), at a price of approximately 100.5% of such Preferred Trust Securities' aggregate stated liquidation amount plus any deferred and unpaid distributions and in the case of Notes, at a price of approximately 100.5% of such Notes' aggregate principal amount of such Senior Notesplus any deferred and unpaid interest. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price, in the case of the Initial Remarketing, Preferred Trust Securities or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the case may be, for a price less than 100% of the aggregate stated liquidation amount or aggregate principal amount of such Preferred Trust Securities or Notes, respectively, plus deferred and unpaid distributions or interest, as the case may be. The proceeds of such remarketing shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 5.07 of the Pledge Agreement and Section 5.3A or 5.4 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.5.02

Appointment and Obligations of Remarketing Agent. (a) The Company and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx hereby appoints Merrxxx Xxxcx xxx Merrxxx Xxxcx xxxeby accepts such appointment, (i) as the Reset Agent to deter mine determine in consultation with the Company and Duke CapitalCompany, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent Declaration with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing Agent) with re spect to the Senior NotesTrust Securities and the Indenture with respect to the Debentures, (1) the Reset Rate thatRate, that in the opinion of the Reset Agent, will, when applied to the Senior NotesTrust Securities (and, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketingthus, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior NotesDebentures), enable a Senior Note Trust Security (and, thus, a Debenture), to have an approximate market value of approximately 100.5% of its principal the aggregate stated liquidation amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke Capital, by notice to the Reset Agent prior to the tenth Business Day preceding _____, 2004, in the case of such Trust Security and the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, aggregate principal amount in the case of the Second ary Remarketing (as defined below)such Debenture, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes of Preferred Securities, or the Senior Noteholders electing Debentures, as the case may be, provided that the Company may limit such Reset Rate to have their Senior Notes remarketed and of be no higher than the Corporate Units holders rate on the Initial Remarketing Date, for settlement on ____________, 2004 and Two-Year Benchmark Treasury plus 200 basis points (2) in %), as the case may be, of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed or of the Corporate Units such Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with , for settlement on the remarketing contemplated herebyPurchase Contract Settlement Date, pursuant to the Remarketing Agent will enter into a Supplemental Remarketing Purchase Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital the Trust and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx shall not act as Remarketing Agent or Reset Agent hereunder. The Company and Duke Capital agree that Xxxxxx Xxxxxxx shall have the right, on 15 Business Days notice to the Company and Duke Capital, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke Capital. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Purchase Contract Settlement Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Senior Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price, in the case of the Initial Remarketing, or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A or 5.4 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints Merrill Lynch and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx hereby accepts such appointmentMerrill Lyncx xxxxxy xxxxpts sxxx xxxoxxxxxnt, (i) as the Reset Agent to deter mine determine in consultation with the Company and Duke Capital, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing Agent) with re spect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Preferred Securities (or the Notes), enable the Applicable Principal Amount of Preferred Securities or Notes, as the Senior Notes case may be, to have an approximate aggregate market value of 100.5100.25% of the Treasury Portfolio Purchase Price, the Separate Preferred Securities or Notes Purchase Price and deferred and unpaid distributions or interest, if any, on the Preferred Securities or Notes, as the case may be, as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Preferred Securities or the Notes, enable a Senior Preferred Security or a Note to have an approximate market value equal to the sum of 100.5100.25% of its liquidation amount or principal amount amount, as the case may be, plus deferred and unpaid distributions or interest, if any, thereon as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke CapitalCompany, by notice to the Reset Agent prior to the tenth eighth Business Day preceding _____, 2004(x) the Initial Reset Date, in the case of the Initial Remarketing (as defined below)Remarketing, or (y) the Purchase Contract Settlement Date, in the case of the Second ary Remarketing (as defined below)Secondary Remarketing, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) law and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx Merrill Lynch to appoint additional remarketing additxxxxx xexxxxxting agents hereunder as described below) to, in the manner provided for herein, in the Declaration with respect to the Preferred Securities and in the Indenture with respect to the Notes, (1) remarket the Senior Preferred Securities or Notes of the Senior Noteholders Preferred Security holders or Note holders electing to have their Senior Preferred Securities or Notes remarketed and of the Corporate Units Unit holders on the Initial Remarketing Date, for settlement on ____________, 2004 the Initial Reset Date and (2) in the case of a Failed Initial Remarketing, remarket the Senior Preferred Securities or Notes of the Senior Noteholders Preferred Security holders or Note holders electing to have their Senior Preferred Securities or Notes remarketed or of the Corporate Units Unit holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital the Trust and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital the Trust and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx Merrill Lynch is not the sole remarketing agentxxxxxxxtxxx xgent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital the Trust (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx Merrill Lynch shall not act be oblxxxxxx tx xxx as Remarketing Agent or Reset Agent hereunderhereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Merrill Lynch. The Company and Duke Capital agree that Xxxxxx Xxxxxxx agrxxx xxxt Xxxxill Lynch shall have the rightrxxxx, on 15 Business Days xn 00 Xusiness Days' notice to the Company and Duke CapitalCompany, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke CapitalCompany. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes Preferred Securities or Notes, as the case may be, that the Custodial Agent and the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Preferred Security or Note such that the aggregate price for the Applicable Principal Amount of the Senior Preferred Securities or Notes comprising Corporate Units is approximately 100.5equal to the sum of 100.25% of the Treasury Portfolio Purchase Price, the Separate Preferred Securities or Notes Purchase Price and deferred and unpaid distributions or interest, if any, on the Preferred Securities or Notes, as the case may be and (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Purchase Contract Settlement Date, the Senior Preferred Securities or Notes that the Purchase Contract Custodial Agent and the Custodial Purchase Contract Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Remarketing, at a price of that is approximately 100.5100.25% of the aggregate liquidation amount of such Preferred Securities or aggregate principal amount of such Senior Notes and deferred and unpaid distributions or interest, if any, on the Preferred Securities or Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior the Preferred Securities or Notes for a price that is less than the price sum of 100% of the Treasury Portfolio Purchase Price, the Separate Preferred Securities or Notes Purchase Price, and deferred and unpaid distributions or interest, if any, on the Preferred Securities or Notes, as the case may be (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price), in the case of the Initial Remarketing, or the aggregate liquidation amount of such Preferred Securities or aggregate principal amount of such Senior Notes and deferred and unpaid distributions or interest, if any, on the Preferred Securities or Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 5.07 of the Pledge Agreement and Section 5.3A or 5.4 5.02 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). The right of each holder of Preferred Securities, Notes or Corporate Units to have Preferred Securities or Notes, as the case may be, tendered for the Initial Remarketing or the Secondary Remarketing, as the case may be, shall be limited to the extent that (i) the Remarketing Agent conducts an Initial Remarketing and, in the event of a Failed Initial Remarketing, a Secondary Remarketing pursuant to the terms of this Agreement, (ii) Preferred Securities or Notes, as the case may be, tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities or Notes, as the case may be, at a price of not less than the Minimum Initial Remarketing Price, in the case of the Initial Remarketing, and the sum of 100% of the liquidation amount or principal amount thereof and deferred and unpaid distributions or interest, if any, on the Preferred Securities or Notes, in the case of the Secondary Remarketing and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Preferred Securities or Notes, as the case may be, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes Preferred Securities or Notes, as the case may be, for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Preferred Securities or Notes, as the case may be. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes Preferred Securities or Notes, as the case may be, for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Subject to the terms and conditions of this Agreement, the Company hereby appoints Xxxxxxx Xxxxx and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx Xxxxx hereby accepts such appointment, : (i) as the Reset Agent to deter mine determine, in consultation with the Company and Duke Capital, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amendedAgreement), provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing Agent) with re spect to the Senior Notes, Notes (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, Date and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke CapitalCompany, -------- by notice to the Reset Agent prior to the tenth Business Day preceding _____(x) February 17, 20042005, in the case of the Initial Remarketing (as defined below)Remarketing, or (y) the Purchase Contract Settlement Date, in the case of the Second ary Remarketing (as defined below)Secondary Remarketing, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and ; and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes of the Senior Noteholders Note holders electing to have their Senior Notes remarketed and of the Corporate Units holders Unit Holders who have not elected early settlement of the Purchase Contracts on the Initial Remarketing Date, for settlement on ____________February 17, 2004 2005 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders Note holders electing to have their Senior Notes remarketed or remarket the Notes of the Corporate Units holders Unit Holders who have not elected early settled settlement of the related Purchase Contracts and or who have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx Xxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), ) or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx Xxxxx shall not be obligated to act as Remarketing Agent or Reset Agent hereunderhereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to Xxxxxxx Xxxxx. The Company and Duke Capital agree agrees that Xxxxxx Xxxxxxx Xxxxx shall have the right, on 15 Business Days Days' written notice to the Company and Duke CapitalCompany, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke CapitalCompany. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Purchase Contract Agent and Trustee (as such term is defined in the Custodial Agent Indenture) shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5% of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Purchase Contract Settlement Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent Trustee shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Senior Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price (the "Minimum Initial Remarketing Price"), in the case of the Initial Remarketing, or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A 5.4 or 5.4 5.5 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). The right of each holder of Notes or Corporate Units to have Notes tendered for the Initial Remarketing or the Secondary Remarketing, as the case may be, shall be limited to the extent that (i) the Remarketing Agent conducts an Initial Remarketing and, in the event of a Failed Initial Remarketing, a Secondary Remarketing pursuant to the terms of this Agreement, (ii) Notes tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price of not less than the Minimum Initial Remarketing Price, in the case of the Initial Remarketing, and 100% of the principal amount thereof, in the case of the Secondary Remarketing and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx hereby appoints Merrxxx Xxxcx xxx Merrxxx Xxxcx xxxeby accepts such appointment, (i) as the Reset Agent to deter mine determine in consultation with the Company and Duke CapitalCompany, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent Declaration with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing Agent) with re spect to the Senior NotesTrust Securities and the Indenture with respect to the Debentures, (1) the Reset Rate thatRate, that in the opinion of the Reset Agent, will, when applied to the Senior NotesTrust Securities (and, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketingthus, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior NotesDebentures), enable a Senior Note Trust Security (and, thus, a Debenture), to have an approximate market value of no less than 100.5% of its principal the aggregate stated liquidation amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke Capital, by notice to the Reset Agent prior to the tenth Business Day preceding _____, 2004, in the case of such Trust Security and the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, aggregate principal amount in the case of the Second ary Remarketing (as defined below)such Debenture, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes of Preferred Securities, provided that the Senior Noteholders electing Company may limit such Reset Rate to have their Senior Notes remarketed and of be no higher than the Corporate Units holders rate on the Initial Remarketing Date, for settlement on ____________, 2004 and Two-Year Benchmark Treasury plus 200 basis points (2) in %), as the case may be, of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed or of the Corporate Units such Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with , for settlement on the remarketing contemplated herebyPurchase Contract Settlement Date, pursuant to the Remarketing Agent will enter into a Supplemental Remarketing Underwriting Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital and the Trust, the Purchase Contract Agent and/or the Collateral Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital the Purchase Contract Agent and/or the Collateral Agent and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx shall not act as Remarketing Agent or Reset Agent hereunder. The Company and Duke Capital agree that Xxxxxx Xxxxxxx shall have the right, on 15 Business Days notice to the Company and Duke Capital, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke Capital. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Underwriting Agreement, the Remarketing Agent, either as the sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Purchase Contract Settlement Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Senior Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price, in the case of the Initial Remarketing, or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A or 5.4 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints [Merrill Lynch] and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx [Merrill Lynch] hereby accepts such appointment, (ix) as the Reset Agent to deter mine xx txx Xxset Agexx xx xexxxxxne in consultation with the Company and Duke CapitalCompany, in the manner provided for herein and in the Third Supplemental Indenture (as defined in Schedule I hereto) (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing AgentAgreement) with re spect respect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke CapitalCompany, by notice to the Reset Agent prior to the tenth Business Day preceding _____(x) November 16, 2004, in the case of the Initial Remarketing (as defined below), or (y) the Purchase Contract Settlement Date, in the case of the Second ary Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) law and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx Merrill Lynch to appoint additional remarketing agents hereunder as described belowxxxxxxxex xxxow) to (1) remarket the Senior Notes of the Senior Noteholders Note holders electing to have their Senior Notes remarketed and of the Corporate Units Income PACS holders on the Initial Remarketing Date, for settlement on ____________November 16, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders Note holders electing to have their Senior Notes remarketed or of the Corporate Units Income PACS holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx [Merrill Lynch] is not the sole remarketing agent, and with such further changes therein furtxxx xxxnxxx xherein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld)) . Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx [Merrill Lynch] shall not be obligated to act as Remarketing Agent or Reset Agent hereunderXxxxx Axxxx hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to [Merrill Lynch]. The Company and Duke Capital agree agrees that Xxxxxx Xxxxxxx [Merrill Lynch] shall have the righttxx xxxxt, on xx 15 Business Days notice to the Company and Duke Capitaltxx Xxxxaxx, to xo appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke CapitalCompany. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Trustee (as such term is defined in the Indenture) and the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Purchase Contract Settlement Date, the Senior Notes that the Trustee and the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Senior Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price (the "Minimum Initial Remarketing Price"), in the case of the Initial Remarketing, or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 5.07 of the Pledge Agreement and Section 5.3A or 5.4 5.02 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). The right of each holder of Notes or Income PACS to have Notes tendered for the Initial Remarketing or the Secondary Remarketing, as the case may be, shall be limited to the extent that (i) the Remarketing Agent conducts an Initial Remarketing and, in the event of a Failed Initial Remarketing, a Secondary Remarketing pursuant to the terms of this Agreement, (ii) Notes tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price of not less than the Minimum Initial Remarketing Price, in the case of the Initial Remarketing, and 100% of the principal amount thereof, in the case of the Secondary Remarketing and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints [Xxxxxxx Xxxxx] and Duke Capital hereby appoint Xxxxxx [Xxxxxxx and Xxxxxx Xxxxxxx Xxxxx] hereby accepts such appointment, (i) as the Reset Agent to deter mine determine in consultation with the Company and Duke CapitalCompany, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing AgentAgreement) with re spect respect to the Senior Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke CapitalCompany, by notice to the Reset Agent prior to the tenth Business Day preceding _____August 17, 2004, in the case of the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, in the case of the Second ary Secondary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx Xxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes of the Senior Noteholders Note holders electing to have their Senior Notes remarketed and of the Corporate Units Income PRIDES holders on the Initial Remarketing Date, for settlement on ____________August 17, 2004 and (2) in the case of a 2 Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders Note holders electing to have their Senior Notes remarketed or of the Corporate Units Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx shall not act as Remarketing Agent or Reset Agent hereunder. The Company and Duke Capital agree that Xxxxxx Xxxxxxx shall have the right, on 15 Business Days notice to the Company and Duke Capital, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke Capital. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Purchase Contract Settlement Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Senior Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price, in the case of the Initial Remarketing, or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A or 5.4 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.Supplemental

Appointment and Obligations of Remarketing Agent. (a) The Company hereby appoints UBS Warburg LLC and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx UBS Warburg LLC hereby accepts such appointment, subject to the conditions set forth herein, (i) as the Reset Agent to deter mine determine in consultation with the Company and Duke CapitalCompany, in the manner provided for herein and in the Third Supplemental Indenture and the Notes Terms (in each case as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing AgentAgreement) with re spect respect to the Senior Notes, (1) with respect to the Initial Remarketing Date or any Subsequent Remarketing Date, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date or any Subsequent Remarketing Date, and (2) in with respect to the event of a Failed Initial RemarketingFinal Remarketing Date, if applicable, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior each Note to have an approximate market value of 100.5% of its principal amount as of the third Business Day preceding the Purchase Contract Settlement Final Remarketing Date, provided, in each case, that the Company and Duke CapitalCompany, by notice to the Reset Agent prior to the tenth Business Day preceding _____, 2004, in the case of the Initial Remarketing (as defined below), or the Purchase Contract Settlement applicable Reset Effective Date, in the case of the Second ary Remarketing (as defined below), shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx the Remarketing Agent to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes of the Senior Noteholders Note holders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, for settlement on ____________the third Business Day thereafter, 2004 and (2) in the case of a Failed Initial Remarketingevent that the Notes have not been successfully remarketed before the Final Remarketing Date, remarket the Senior Notes of the Senior Noteholders Note holders electing to have their Senior Notes remarketed or of the Corporate Units holders who have not early settled the related Purchase Contracts elected Early Settlement and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through elect Cash Settlement. , for settlement on the third Business Day thereafter. (b) In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital Company and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx one of the Possible Agents is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx UBS Warburg LLC shall not be obligated to act as Remarketing Agent or Reset Agent hereunderhereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to UBS Warburg LLC. The Company and Duke Capital agree agrees that Xxxxxx Xxxxxxx UBS Warburg LLC shall have the right, on 15 fifteen Business Days notice to the Company and Duke CapitalCompany, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke CapitalCompany. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (bc) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, to remarket on the Initial Remarketing Date, Date the Senior Notes that the Purchase Contract Agent and Trustee (as defined in the Custodial Agent Indenture) shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price, (ii) in the event the Initial Remarketing was deferred by the Company pursuant to Section 5.5 of the Purchase Contract Agreement or resulted in a Failed Initial Remarketing, to remarket, at the Company's request, from time to time, all of the Notes of Corporate Unit Holders that the Trustee shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, a Subsequent Remarketing, at a price per Note such that the aggregate price for the Applicable Principal Amount of the Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (iiiii) in the event of a Failed Initial Remarketingthat the Notes have not been successfully remarketed before the Final Remarketing Date, remarket, to remarket on the third Business Day immediately preceding Final Remarketing Date the Purchase Contract Settlement Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent Trustee shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Final Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Senior Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior such Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price, in the case of the Initial Remarketing or any Subsequent Remarketing, or the aggregate principal amount of such Senior Notes, in the case of the Secondary RemarketingFinal Remarketing (in any such case, the "Minimum Remarketing Price") . After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing, Subsequent Remarketing or Secondary Final Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A 5.5 or 5.4 5.6 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). The right of each holder of Notes or Corporate Units to have Notes tendered for the Initial Remarketing, any Subsequent Remarketing or the Final Remarketing, as the case may be, shall be limited to the extent that (i) the Remarketing Agent conducts the Initial Remarketing or any Subsequent Remarketing and, in the event that the Notes have not been successfully remarketed before the Final Remarketing Date, a Final Remarketing pursuant to the terms of this Agreement, (ii) Notes tendered have not otherwise been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price of not less than the Minimum Remarketing Price and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (cd) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary any Subsequent Remarketing, Final Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Neither the Company and Duke nor Sprint Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.

Appointment and Obligations of Remarketing Agent. (a) The Company and Duke Capital hereby appoint Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx hereby appoints Merrxxx Xxxcx xxx Merrxxx Xxxcx xxxeby accepts such appointment, (i) as the Reset Agent to deter mine determine in consultation with the Company and Duke CapitalCompany, in the manner provided for herein and in the Third Supplemental Indenture (as in effect on the date of this Remarketing Agreement or as amended, provided that any such amendment does not render such indenture inconsistent Declaration with the Remarketing Agreement or any Supple mental Remarketing Agreement (as defined below) in respect of the remarketing procedures or adversely affects the Remarketing Agent's rights, unless such amend ment is effected with the prior written consent of the Remarketing Agent) with re spect to the Senior NotesTrust Securities and the Indenture with respect to the Debentures, (1) the Reset Rate thatRate, that in the opinion of the Reset Agent, will, when applied to the Senior NotesTrust Securities (and, enable the Applicable Principal Amount of the Senior Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the event of a Failed Initial Remarketingthus, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior NotesDebentures), enable a Senior Note Trust Security (and, thus, a Debenture), to have an approximate market value of approximately 100.5% of its principal the aggregate stated liquidation amount as of the third Business Day preceding the Purchase Contract Settlement Date, provided, in each case, that the Company and Duke Capital, by notice to the Reset Agent prior to the tenth Business Day preceding _____, 2004, in the case of such Trust Security and the Initial Remarketing (as defined below), or the Purchase Contract Settlement Date, aggregate principal amount in the case of the Second ary Remarketing (as defined below)such Debenture, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx to appoint additional remarketing agents hereunder as described below) to (1) remarket the Senior Notes Trust Preferred Securities, or the Debentures, as the case may be, provided that the Company may limit such Reset Rate to be no higher than the rate on the Two-Year Benchmark Treasury plus 200 basis points (2%), as the case may be, of the Senior Noteholders such Trust Preferred Security or Debenture holders electing to have their Senior Notes remarketed and of the Corporate Units holders on the Initial Remarketing DateTrust Preferred Securities or Debentures remarketed, for settlement on ____________, 2004 and (2) in the case of a Failed Initial Remarketing, remarket the Senior Notes of the Senior Noteholders electing to have their Senior Notes remarketed or of the Corporate Units such Income PRIDES holders who have not early settled the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle the related Purchase Contracts through Cash Settlement. In connection with , for settlement on the remarketing contemplated herebyPurchase Contract Settlement Date, pursuant to the Remarketing Agent will enter into a Supplemental Remarketing Underwriting Agreement (the "Supplemental Remarketing Agreement") with the Company, Duke Capital the Trust and the Purchase Contract Agent, which shall either be (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company, Duke Capital and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company and Duke Capital (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx shall not act as Remarketing Agent or Reset Agent hereunder. The Company and Duke Capital agree that Xxxxxx Xxxxxxx shall have the right, on 15 Business Days notice to the Company and Duke Capital, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company and Duke Capital. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of the Senior Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Purchase Contract Settlement Date, the Senior Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Secondary Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Senior Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the "Minimum Initial Remarketing Price") necessary for the Applicable Principal Amount of the Senior Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price, in the case of the Initial Remarketing, or the aggregate principal amount of such Senior Notes, in the case of the Secondary Remarketing. After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.3A or 5.4 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). (c) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Secondary Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Senior Notes. The Company and Duke Capital shall not be obligated in any case to provide funds to make payment upon tender of Senior Notes for remarketing. (d) The Remarketing Agent agrees to give the notices required by Sections 301(g) and (h) and 302 (h) and (i) of the Third Supplemental Indenture.agree