Common use of ELECTION TO SETTLE EARLY Clause in Contracts

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced by this instrument specified below. The undersigned Holder directs that shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes payable incident thereto. DATED: Signature: Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A [INCLUDE IF A GLOBAL PURCHASE CONTRACT] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . The following increases or decreases in this certificate have been made: Date Amount of increase in number of Purchase Contracts evidenced hereby Amount of decrease in number of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby following such decrease or increase Signature of authorized signatory of Purchase Contract Agent

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Stripped Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this instrument Stripped Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that shares of a certificate for Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Stripped Unit Certificate representing any Purchase Contracts Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATED: Signature: Dated:______________________ ________________________________ Signature Signature Guarantee: _________________________ Number of Purchase Contracts Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts Stripped REGISTERED HOLDER Unit Certificates are to be registered in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s 's name and address: REGISTERED HOLDER Please print name and address of Registered Holder: --------------------------------- ------------------------------------ Name Name --------------------------------- ------------------------------------ Address Address --------------------------------- ------------------------------------ --------------------------------- ------------------------------------ --------------------------------- ------------------------------------ Social Security or other Taxpayer Identification Number, if any SCHEDULE A [INCLUDE IF A GLOBAL PURCHASE CONTRACT] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . The following increases ------------------------------------ Transfer Instructions for Pledged Treasury Securities Transferable Upon Early Settlement or decreases in this certificate have been madea Termination Event: Date Amount of increase in number of Purchase Contracts evidenced hereby Amount of decrease in number of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby following such decrease or increase Signature of authorized signatory of Purchase Contract Agent--------------------------------- --------------------------------- ---------------------------------

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract hereby Treasury SPC Units Certificate irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury SPC Units evidenced by this instrument Treasury SPC Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Treasury SPC with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Treasury SPC Units Certificate representing any Purchase Contracts Treasury SPC Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATEDDated: Signature: Signature Signature Guarantee: [Stamp Legend] Number of Purchase Contracts Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts Treasury SPC Units Certificates are to be registered in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A Transfer Instructions for Pledged Treasury Securities Transferable Upon Early Settlement or a Termination Event: [INCLUDE IF A TO BE ATTACHED TO GLOBAL PURCHASE CONTRACTCERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Amount of increase in number Number of Purchase Contracts Treasury SPC Units evidenced hereby by the Global Certificate Amount of decrease in number of Purchase Contracts evidenced hereby Number of Purchase Contracts Treasury SPC Units evidenced hereby by the Global Certificate Number of SPC Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory officer of Purchase Contract AgentTrustee or Securities Custodian EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT Attention:

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Equity Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Equity Units evidenced by this instrument Equity Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Equity Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Equity Units Certificate representing any Purchase Contracts Equity Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATEDDated: ____________________ Signature: ___________________________ Signature Guarantee: _________________ Number of Purchase Contracts Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A [INCLUDE IF A Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: (TO BE ATTACHED TO GLOBAL PURCHASE CONTRACT] CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Amount of increase Decrease in number of Purchase Contracts evidenced hereby Stated Amount of decrease the Global Certificate Amount of Increase in number Stated Amount of Purchase Contracts evidenced hereby Number the Global Certificate Stated Amount of Purchase Contracts evidenced hereby following such decrease the Global Certificate Following Such Decrease or increase Increase Signature of Authorized Signatory EXHIBIT B FORM OF STRIPPED EQUITY UNITS CERTIFICATE [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY -- THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE FORWARD PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE FORWARD PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized signatory representative of Purchase Contract AgentThe Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the Company or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of The Depository Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] (Form of Face of Stripped Equity Units Certificate) No. CUSIP No. ____________

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced by this instrument specified below. The undersigned Holder directs that shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes payable incident thereto. DATED: Signature: Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A [INCLUDE IF A GLOBAL PURCHASE CONTRACT] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . The following increases or decreases in this certificate have been made: Date Amount of increase in number of Purchase Contracts evidenced hereby Amount of decrease in number of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby following such decrease or increase Signature of authorized signatory of Purchase Contract AgentAgent ATTACHMENT 4 FORESTAR GROUP INC. 4.50% SENIOR AMORTIZING NOTES DUE DECEMBER 15, 2016 CUSIP No. : 346232 200 ISIN No. : US3462322005 No. [Initial] Number of Notes: [ ] Forestar Group Inc., a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $4.2522 for each of the number of Notes set forth [above][in Schedule A hereto], in quarterly installments of $0.3750 per Note (except for the March 15, 2014 installment, which shall be $0.4500 per Note) (each such payment, an “Installment Payment,” constituting a payment of interest at the rate per year of 4.50% and a partial repayment of principal) payable on each March 15, June 15, September 15 and December 15, commencing on March 15, 2014 (each such date, an “Installment Payment Date” and the period from, and including, November 27, 2013 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), all as set forth on the reverse hereof. Notwithstanding the foregoing, the amount of any Installment Payment for any Installment Payment Period shall be increased by the amount of additional interest, if any, payable for such Installment Payment Period as provided in the Indenture hereinafter referred to. The Installment Payment on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter or longer than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such Installment Payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date when such Installment Payment was originally due. Installment Payments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the Close of Business on March 1, June 1, September 1 or December 1. Installment Payments shall be payable at the office or agency of the Company maintained for that purpose in the continental United States; provided, however, that payment of Installment Payments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced by this instrument specified below. The undersigned Holder directs that shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes payable incident thereto. DATED: Signature: Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A [INCLUDE IF A GLOBAL PURCHASE CONTRACT] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . The following increases or decreases in this certificate have been made: Date Amount of increase in number of Purchase Contracts evidenced hereby Amount of decrease in number of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby following such decrease or increase Signature of authorized signatory of Purchase Contract AgentAgent ATTACHMENT 4 XXXXXXXXX INTERNATIONAL, INC. 7.75% SENIOR AMORTIZING NOTES DUE APRIL 1, 2017 CUSIP No.: 580037 604 ISIN No.: US5800376049 No. [Initial] Number of Notes: [ ] XxXxxxxxx International, Inc., a corporation incorporated under the laws of the Republic of Panama (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $4.1266 for each of the number of Notes set forth [above][in Schedule A hereto], in quarterly installments of $0.3906 per Note (except for the July 1, 2014 installment, which shall be $0.3646 per Note) (each such payment, an “Installment Payment,” constituting a payment of interest at the rate per year of 7.75% and a partial repayment of principal) payable on each January 1, April 1, July 1, and October 1, commencing on July 1, 2014, (each such date, an “Installment Payment Date” and the period from, and including, April 7, 2014 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), all as set forth on the reverse hereof. Notwithstanding the foregoing, the amount of any Installment Payment for any Installment Payment Period shall be increased by the amount of additional interest, if any, payable for such Installment Payment Period as provided in the Indenture hereinafter referred to. The Installment Payment on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter or longer than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such Installment Payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date when such Installment Payment was originally due. Installment Payments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the Close of Business on the March 15, June 15, September 15 or December 15, as applicable, immediately preceding the relevant Installment Payment Date. Installment Payments shall be payable at the office or agency of the Company maintained for that purpose in the continental United States; provided, however, that payment of Installment Payments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract hereby Treasury SPC Units Certificate irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury SPC Units evidenced by this instrument Treasury SPC Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Treasury SPC with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Treasury SPC Units Certificate representing any Purchase Contracts Treasury SPC Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATEDDated: Signature: Signature Signature Guarantee: [Stamp Legend?] Number of Purchase Contracts Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts Treasury SPC Units Certificates are to be registered in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A Transfer Instructions for Pledged Treasury Securities Transferable Upon Early Settlement or a Termination Event: [INCLUDE IF A TO BE ATTACHED TO GLOBAL PURCHASE CONTRACTCERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Amount of increase in number Number of Purchase Contracts Treasury SPC Units evidenced hereby by the Global Certificate Amount of decrease in number of Purchase Contracts evidenced hereby Number of Purchase Contracts Treasury SPC Units evidenced hereby by the Global Certificate Number of SPC Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory officer of Trustee or Securities Custodian EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT ___________________ ___________________ ___________________ ___________________ Attention: ________________ Re: [_______ SPC Units] [_______ Treasury SPC Units] of PPL Corporation, a Pennsylvania corporation (the “Company”) The undersigned Holder hereby notifies you that it has delivered to , as Securities Intermediary, for credit to the Collateral Account, $ aggregate [liquidation] [principal] amount of [Preferred Securities] [Notes] [Treasury Securities] in exchange for the [Pledged Preferred Securities] [Pledged Notes] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of (the “Pledge Agreement”; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Preferred Securities] [Pledged Notes] [Pledged Treasury Securities] related to such [SPC Units] [Treasury SPC Units]. Date: Signature Signature Guarantee: (if assigned to another person) Please print name and address of Registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event) [HOLDER] ______________________________ ______________________________ Attention: Telecopy: ____________ Re: [__________ SPC Units] [______ Treasury SPC Units] of PPL Corporation, a Pennsylvania corporation (the “Company”) Please refer to the Purchase Contract Agreement, dated as of (the “Purchase Contract Agreement”; unless otherwise defined herein, terms defined in the Purchase Contract Agreement are used herein as defined therein), between the Company and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the holders of SPC Units and Treasury SPC Units from time to time. We hereby notify you that a Termination Event has occurred and that the [Preferred Securities] [the Notes][the Treasury Securities] underlying your ownership interest in [SPC Units] [Treasury SPC Units] have been released and are being held by us for your account pending receipt of transfer instructions with respect to such [Preferred Securities] [Notes] [Treasury Securities] (the “Released Securities”). Pursuant to Section 3.15 of the Purchase Contract Agreement, we hereby request written transfer instructions with respect to the Released Securities. Upon receipt of your instructions and upon transfer to us of your [SPC Units][Treasury SPC Units] effected through book-entry or by delivery to us of your [SPC Units Certificate][Treasury SPC Units Certificate], we shall transfer the Released Securities by book-entry transfer or other appropriate procedures, in accordance with your instructions. In the event you fail to effect such transfer or delivery, the Released Securities and any distributions thereon, shall be held in our name, or a nominee in trust for your benefit, until such time as such [SPC Units][Treasury SPC Units] are transferred or your [SPC Units Certificate] [Treasury SPC Units Certificate] is surrendered or satisfactory evidence is provided that such your [SPC Units Certificate][Treasury SPC Units Certificate] has been destroyed, lost or stolen, together with any indemnification that we or the Company may require. Date: By: Name: Title: Authorized Officer EXHIBIT E NOTICE TO SETTLE BY CASH ___________________ ___________________ ___________________ Attention: ________________ Re: [_______ SPC Units] [Treasury SPC Units] of PPL Corporation, a Pennsylvania corporation (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Purchase Contract Agreement, dated as of (the “Purchase Contract Agreement”; unless otherwise defined herein, terms defined in the Purchase Contract Agreement are used herein as defined therein), between the Company and you, as Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Purchase Contracts, that such Holder has elected to pay to the Securities Intermediary for deposit in the Collateral Account, prior to or on 11:00 a.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers’ check or wire transfer, in immediately available funds), $ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders’ election to make such cash settlement with respect to the Purchase Contracts related to such Holder’s [SPC Units] [Treasury SPC Units]. Date: Signature Signature Guarantee: Please print name and address of Registered Holder: EXHIBIT F NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT AND INDENTURE TRUSTEE (Settlement of Purchase Contract Agentthrough Remarketing) _________________ _________________ _________________ Attention: _________________ Telecopy: _________________ __________________________, as Indenture Trustee _________________________________ _________________________________ Attention: Telecopy:

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced by this instrument specified below. The undersigned Holder directs that shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes payable incident thereto. DATED: _______________________________ Signature: ____________________________ Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A [INCLUDE IF A GLOBAL PURCHASE CONTRACT] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is ___________. The following increases or decreases in this certificate have been made: Date Amount of increase in increasein number of Purchase Contracts evidenced ofPurchase Contractsevidenced hereby Amount of decrease in number of Purchase Contracts evidenced numberof PurchaseContractsevidenced hereby Number of Purchase Contracts evidenced herebyfollowing suchdecrease orincrease Signature ofauthorizedsignatory ofPurchase ContractAgent ATTACHMENT 4 POST HOLDINGS, INC. 5.25% SENIOR AMORTIZING NOTES DUE JUNE 1, 2017 CUSIP No.: 737446 708 ISIN No.: US7374467089 No. __________ [Initial] Number of Notes: [__________] Post Holdings, Inc., a Missouri corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby following promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $14.5219 for each of the number of Notes set forth [above][in Schedule A hereto], in quarterly installments of $1.3125 per Note (except for the September 1, 2014 installment, which shall be $1.35625 per Note) (each such decrease payment, an “Installment Payment,” constituting a payment of interest at the rate per year of 5.25% and a partial repayment of principal) payable on each March 1, June 1, September 1, and December 1, commencing on September 1, 2014, (each such date, an “Installment Payment Date” and the period from, and including, May 28, 2014 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), all as set forth on the reverse hereof. Notwithstanding the foregoing, the amount of any Installment Payment for any Installment Payment Period shall be increased by the amount of additional interest, if any, payable for such Installment Payment Period as provided in the Indenture hereinafter referred to. The Installment Payment on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter or increase Signature longer than a full Installment Payment Period, such installment shall be computed on the basis of authorized signatory the actual number of Purchase Contract Agentdays elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such Installment Payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date when such Installment Payment was originally due. Installment Payments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the Close of Business on the February 15, May 15, August 15 or November 15, as applicable, immediately preceding the relevant Installment Payment Date. Installment Payments shall be payable at the office or agency of the Company maintained for that purpose in the continental United States; provided, however, that payment of Installment Payments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Stripped Equity Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped Equity Units evidenced by this instrument Stripped Equity Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped Equity Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Stripped Equity Units Certificate representing any Purchase Contracts Stripped Equity Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATEDDated: Signature: ------------------- ---------------------------------------- Signature Guarantee: ------------------------------- (if assigned to another person) Number of Purchase Contracts Stripped Equity Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts are to REGISTERED HOLDER be registered in the name of and delivered to and Pledged Please print name and address of Treasury Securities are to be Registered Holder: transferred to a Person other than the Holder, please print such Person’s 's name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name NAME NAME Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A [INCLUDE IF A Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement or a Termination Event: (TO BE ATTACHED TO GLOBAL PURCHASE CONTRACT] CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Stated Amount of increase in number of Purchase Contracts evidenced hereby the Amount of decrease Decrease in number Amount of Purchase Contracts evidenced hereby Number Increase in Global Certificate Stated Amount of Purchase Contracts evidenced hereby following such decrease or increase the Stated Amount of the Following Such Signature of authorized signatory Date Global Certificate Global Certificate Decrease or Increase Authorized Signatory EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [ ] [Address] Attention: Corporate Trust Department Re: EQUITY UNITS OF AMERICAN ELECTRIC POWER COMPANY, INC. (THE "COMPANY") We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of June [ ], 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Equity Units] [Stripped Equity Units] from time to time, that the Holder of Equity Units and Stripped Equity Units listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _____________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Equity Units] [Stripped Equity Units] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ------------------------------ [ ], AS FORWARD PURCHASE CONTRACT AGENT By: -------------------------------- Name: Title:

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Normal Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this instrument Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Purchase Price equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Normal Units Certificate representing any Purchase Contracts Normal Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes or Pledged Treasury Consideration and any net cash, securities or other property deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATEDDated: Signature: Signature Guarantee: Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to and Pledged Notes or Pledged Treasury Consideration, net cash, securities or other property are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A Transfer instructions for Pledged Notes or Pledged Treasury Consideration transferable upon Early Settlement or a Termination Event: [INCLUDE IF A TO BE ATTACHED TO GLOBAL PURCHASE CONTRACTCERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Amount of increase Decrease in number of Purchase Contracts evidenced hereby Stated Amount of decrease the Global Certificate Amount of Increase in number Stated Amount of Purchase Contracts evidenced hereby Number the Global Certificate Stated Amount of Purchase Contracts evidenced hereby following such decrease the Global Certificate Following Such Decrease or increase Increase Signature of authorized signatory Authorized Officer of Purchase Contract AgentAgent EXHIBIT B FORM OF STRIPPED UNITS CERTIFICATE

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Income PACS Certificate hereby irrevocably exercises the option to effect Early Settlement following a Cash Merger in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Income PACS evidenced by this instrument Income PACS Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Income PACS Certificate representing any Purchase Contracts Income PACS evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATEDDated: Signature: -------------------------- ------------------------------- Signature Signature Guarantee: ------------------------------------ Number of Purchase Contracts Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts Income PACS Certificates are to be registered in the name of and delivered to and Pledged Notes or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s 's name and address: Name Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A [INCLUDE IF A GLOBAL PURCHASE CONTRACT] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . The following increases or decreases in this certificate have been made: Date Amount of increase in number of Purchase Contracts evidenced hereby Amount of decrease in number of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby following such decrease or increase Signature of authorized signatory of Purchase Contract AgentAddress

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Normal Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this instrument Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Purchase Price equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Normal Units Certificate representing any Purchase Contracts Normal Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes or Pledged Treasury Consideration deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATEDDated: Signature: Signature Guarantee: Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to and Pledged Notes or Pledged Treasury Consideration are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A Transfer instructions for Pledged Notes or Pledged Treasury Consideration transferable upon Early Settlement or a Termination Event: Table of Contents [INCLUDE IF A TO BE ATTACHED TO GLOBAL PURCHASE CONTRACTCERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Amount of increase Decrease in number of Purchase Contracts evidenced hereby Stated Amount of decrease the Global Certificate Amount of Increase in number Stated Amount of Purchase Contracts evidenced hereby Number the Global Certificate Stated Amount of Purchase Contracts evidenced hereby following such decrease the Global Certificate Following Such Decrease or increase Increase Signature of Authorized Officer of Agent Table of Contents EXHIBIT B FORM OF STRIPPED UNITS CERTIFICATE (Form of Global Certificate Legend) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS DEFINED ON THE REVERSE HEREOF) AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.] [so long as DTC is the Depositary, insert: Unless this Certificate is presented by an authorized signatory representative of Purchase Contract AgentThe Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the Company or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of The Depository Trust Company, and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of The Depository Trust Company, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] [UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR CERTIFICATES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE PURCHASE CONTRACT AGREEMENT, THIS GLOBAL CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]* ______________ * To be inserted in Global Certificates only. Table of Contents (Form of Face of Stripped Units Certificate) UnumProvident Corporation 8.25% Adjustable Conversion-Rate Equity Security Units

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced by this instrument specified below. The undersigned Holder directs that shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes payable incident thereto. DATED: Signature: Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A [INCLUDE IF A GLOBAL PURCHASE CONTRACT] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . The following increases or decreases in this certificate have been made: Date Amount of increase in number of Purchase Contracts evidenced hereby Amount of decrease in number of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby following such decrease or increase Signature of authorized signatory of Purchase Contract AgentAgent ATTACHMENT 4 DYNEGY INC. 7.00% SENIOR AMORTIZING NOTES DUE JULY 1, 2019 CUSIP No.: 00000X000 ISIN No.: US26817R3066 No. [Initial]* Number of Notes: [ ] Dynegy Inc., a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Wilmington Trust, National Association, as attorney-in-fact of holder(s) of the Notes evidenced hereby, or its registered assigns, the initial principal sum of $18.94911 for each of the number of Notes set forth [above]**[in Schedule A hereto]*, in quarterly installments of $1.7500 per Note (except for the October 1, 2016 installment, which shall be $1.94444 per Note) (each such payment, an “Installment Payment,” constituting a payment of interest at the rate per year of 7.00% and a partial repayment of principal) payable on each January 1, April 1, July 1, and October 1, commencing on October 1, 2016, (each such date, an “Installment Payment Date” and the period from, and including, June 21, 2016 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), all as set forth on the reverse hereof. Notwithstanding the foregoing, the amount of any Installment Payment for any Installment Payment Period shall be increased by the amount of additional interest, if any, payable for such Installment Payment Period as provided in the Indenture hereinafter referred to. The Installment Payment on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter or longer than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such Installment Payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date when such Installment Payment was originally due. Installment Payments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the Close of Business on the March 15, June 15, September 15 or December 15, as applicable, immediately preceding the relevant Installment Payment Date. Installment Payments shall be payable at the office or agency of the Company maintained for that purpose in the continental United States; provided, however, that payment of Installment Payments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. ** Include only if not a Global Unit. * Include only if a Global Unit.

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Normal Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this instrument Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Normal Units Certificate representing any Purchase Contracts Normal Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Preferred Securities or Pledged Treasury Consideration, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATED: SignatureDated: Signature of Guarantee: Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended Number of Purchase Contracts Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts Normal Units Certificates are to be registered in the name of and delivered to and Pledged Preferred Securities, or the Pledged Treasury Securities, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s 's name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A A–11 Transfer Instructions for Pledged Preferred Securities, or the Pledged Treasury Securities, as the case may be, transferable upon Early Settlement or a Termination Event: [INCLUDE IF A TO BE ATTACHED TO GLOBAL PURCHASE CONTRACTCERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Amount of Decrease in Principal Amount of the Global Certificate Amount of increase in number of Purchase Contracts evidenced hereby Principal Amount of decrease in number the Global Certificate Principal Amount of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby this Global Certificate following such decrease or increase Signature of Authorized Signatory of Trustee or Securities Custodian A–12 EXHIBIT B THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized signatory representative of Purchase Contract AgentThe Depository Trust Company (55 Waxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the Company or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of The Depository Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this instrument Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Stripped Units Certificate representing any Purchase Contracts Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATED: SignatureDated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts Stripped Units Certificates are to be registered in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s 's name and address: Name Address REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A [INCLUDE IF A GLOBAL PURCHASE CONTRACT] Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement or a Termination Event: SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Stated Amount of the Global Signature of Amount of Amount of Certificate authorized decrease in Stated increase in number Stated following such officer of Purchase Contracts evidenced hereby Amount of decrease in number the Amount of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby following such the decrease or Trustee or Date Global Certificate Global Certificate increase Signature Units Custodian INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT The Bank of authorized signatory New York 101 Xxxxxxx Xxxxxx, Floor 12 Exxx Xxx Xxxx, Xxx Xxxx 00000 Xxxn: Dealing and Trading Group Re: Equity Security Units of MetLife, Inc. (the "Company"), and MetLife Capital Trust I We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of April, 2000, among the Company, yourselves, as Collateral Agent, Custodial Agent and Securities Intermediary, and ourselves, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the "Holder") has elected to substitute [$ _______ aggregate principal amount of Treasury Securities (CUSIP No. _____)] [$_______ stated liquidation amount of Capital Securities or the appropriate Treasury Consideration, as the case may be,] in exchange for the related [Pledged Capital Securities or Pledged Treasury Consideration, as the case may be (CUSIP No. ____),] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Capital Securities or the appropriate Treasury Consideration, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Capital Securities or Pledged Treasury Consideration, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Capital Securities or Treasury Consideration, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date: BANK ONE TRUST COMPANY, N.A. By: Name: Title: 100 Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Capital Securities or Pledged Treasury Consideration, as the case may be,] for the [Pledged Capital Securities or Pledged Treasury Consideration, as the case may be,] [Pledged Treasury Securities]: Name Social Security or other Taxpayer Identification Number, if any Address INSTRUCTION TO PURCHASE CONTRACT AGENT Bank One Trust Company, N.A. One Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Xxxention: Corporate Trust Services Division Re: Equity Security Units of MetLife, Inc. (the "Company"), and MetLife Capital Trust I The undersigned Holder hereby notifies you that it has delivered to The Bank of New York, as Collateral Agent, Custodial Agent and Securities Intermediary [$_________ aggregate principal amount of Treasury Securities] [$_________ stated liquidation amount of Capital Securities or the appropriate Treasury Consideration, as the case may be,] in exchange for the related [Pledged Capital Securities or Pledged Treasury Consideration as the case may be,] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section 4.1 of the Pledge Agreement, dated ___________, 2000, among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Capital Securities or Pledged Treasury Consideration, as the case may be,] [Pledged Treasury Securities] related to such [Normal Units] [Stripped Units].

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Equity Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Equity Units evidenced by this instrument Equity Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Equity Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Equity Units Certificate representing any Purchase Contracts Equity Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATEDDated: Signature: ------------------------- ------------------------------ Signature Guarantee: -------------------- Number of Purchase Contracts Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Please print name and address Pledged Applicable Ownership Interest in the of Registered Holder: Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s 's name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A [INCLUDE IF A Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: (TO BE ATTACHED TO GLOBAL PURCHASE CONTRACT] CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Stated Amount of increase in number of Purchase Contracts evidenced hereby the Amount of decrease Decrease in number Amount of Purchase Contracts evidenced hereby Number Increase in Global Certificate Stated Amount of Purchase Contracts evidenced hereby following such decrease or increase the Stated Amount of the Following Such Decrease Signature of Date Global Certificate Global Certificate or Increase Authorized Signatory EXHIBIT B FORM OF STRIPPED EQUITY UNITS CERTIFICATE [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY -- THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE FORWARD PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE FORWARD PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized signatory representative of Purchase Contract AgentThe Depository Trust Company (55 Water Street, New York, New York) to the Company or its agent for regisxxxxxxx xx xxxxxxxx, xxxxxxxx xx xayment, and any Certificate issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of The Depository Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] (Form of Face of Stripped Equity Units Certificate) No. CUSIP No. ____________

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Equity Security Units Certificate hereby irrevocably exercises the option to effect Early Settlement or Merger Early Settlement, as applicable, in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Equity Security Units evidenced by this instrument Equity Security Units Certificate specified below. Holders of Equity Security Units that include Notes may effect Early Settlement or Merger Early Settlement only in units of 20 and integral multiples of 20. If a successful remarketing or a Tax Event Redemption has occurred, Holders of Equity Security Units may effect Early Settlement or Merger Early Settlement only in units of 400,000 and integral multiples of 400,000. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock or other securities deliverable upon such Early Settlement or Merger Early Settlement, as applicable, be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Equity Security Units Certificate representing any Purchase Contracts Equity Security Units evidenced hereby as to which Early Settlement or Merger Early Settlement, as applicable, of the related Purchase Contracts is not effected, be registered in the name of, and delivered, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement or Merger Early Settlement, as applicable, will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATEDCheck one: [ ] Early Settlement [ ] Merger Early Settlement Dated: Signature: -------------------- --------------------------- Signature Guarantee: ----------------- Number of Purchase Contracts Equity Security Units evidenced hereby as to which Early Settlement or Merger Early Settlement, as applicable, of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts are to be registered REGISTERED HOLDER in the name of and delivered to, and Pledged Notes, Pledged Treasury Consideration or Please print name and Pledged Applicable Ownership Interests in the address of Registered Treasury Portfolio, as the case may be, are to Holder: be transferred to, a Person other than the Holder, please print such Person’s 's name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Merger Early Settlement: [INCLUDE IF A TO BE ATTACHED TO GLOBAL PURCHASE CONTRACTEQUITY SECURITY UNITS CERTIFICATES ONLY] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Equity Security Units Certificate have been made: Date Stated Amount of increase in number of Purchase Contracts evidenced hereby the Amount of decrease Decrease in number Amount of Purchase Contracts evidenced hereby Increase in Global Equity Security Stated Amount of the Stated Amount of the Units Certificate Global Equity Security Global Equity Security Following Such Decrease Signature of Date Units Certificate Units Certificate or Increase Authorized Officer ---- ---------------------- ---------------------- ----------------------- ------------------ EXHIBIT B FORM OF STRIPPED UNITS CERTIFICATE [FOR INCLUSION IN GLOBAL STRIPPED UNITS CERTIFICATES ONLY -- THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR REGIXXXXXXXX XX XXXXXXXX, XXXXXXXX XR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] (Form of Face of Stripped Units Certificate) No.:______________ CUSIP No.: 28336L 30 7 Number of Purchase Contracts evidenced hereby following such decrease or increase Signature of authorized signatory of Purchase Contract AgentStripped Units:____________ EL PASO CORPORATION STRIPPED UNITS

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms Sections 4.04 or 4.05 of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced by this instrument Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the The undersigned will pay any transfer or similar taxes payable incident theretoin connection with the issuance of Common Stock or other securities to any Person other than the undersigned. DATEDDated: Signature: ) Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A [INCLUDE IF A GLOBAL PURCHASE CONTRACT] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT CONTRACTS The initial number of Purchase Contracts evidenced by this certificate is . The following increases or decreases in this certificate have been made: Date Amount of increase in number of Purchase Contracts evidenced hereby by the Global Purchase Contract Amount of decrease in number of Purchase Contracts evidenced hereby by the Global Purchase Contract Number of Purchase Contracts evidenced hereby by the Global Purchase Contract following such decrease or increase Signature of authorized signatory of Purchase Contract AgentSecurity Rexxxxxxx

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this instrument Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Stripped Units Certificate representing any Purchase Contracts Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATEDDated: Signature: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts Stripped Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: [INCLUDE IF A TO BE ATTACHED TO GLOBAL PURCHASE CONTRACTCERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Amount of decrease in Stated Amount of the Global Certificate Amount of increase in number of Purchase Contracts evidenced hereby Stated Amount of decrease in number the Global Certificate Stated Amount of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby the Global Certificate following such decrease or increase Signature of authorized signatory Authorized Officer of Agent EXHIBIT C Instruction from Purchase Contract AgentAgent to Collateral Agent , as Collateral Agent c/o Attention: Telecopy:

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Equity Security Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Equity Security Units evidenced by this instrument Equity Security Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Equity Security Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, subject to the provisions of the within-mentioned Purchase Contract Agreement relating to Early Settlement following a successful remarketing or a Tax Event Redemption Date. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Equity Security Unit Certificate representing any Purchase Contracts Equity Security Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or the Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATED: Dated:_____________________________ Signature: :_________________________________ Signature Guarantee: :________________________ Number of Purchase Contracts Equity Security Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address Pledged Applicable Ownership Interest of Registered Holder: in the Treasury Portfolio or Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s 's name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Name_______________________________ Name_________________________________ Address____________________________ Address______________________________ Social Security or other Taxpayer Identification Number, if any SCHEDULE A [INCLUDE IF A Transfer instructions for Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or the Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: (TO BE ATTACHED TO GLOBAL PURCHASE CONTRACT] CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Amount of increase in number of Purchase Contracts evidenced hereby Decrease Stated Amount of decrease the in number Stated Amount Amount of Purchase Contracts evidenced hereby Number Increase in Global Certificate of Purchase Contracts evidenced hereby following such decrease or increase the Global Stated Amount of the Following Such Signature of authorized signatory of Purchase Contract AgentDate Certificate Global Certificate Decrease or Increase Authorizing Officer ---------------- ------------------ --------------------- -------------------- -------------------

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced by this instrument specified below. The undersigned Holder directs that shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes payable incident thereto. DATED: _____________________________ Signature: ____________________________ Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A [INCLUDE IF A GLOBAL PURCHASE CONTRACT] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is ___________. The following increases or decreases in this certificate have been made: Date Amount of increase in increasein number of Purchase Contracts evidenced ofPurchase Contractsevidenced hereby Amount of decrease in number of Purchase Contracts evidenced numberof PurchaseContractsevidenced hereby Number of Purchase Contracts evidenced hereby following such decrease or increase ofPurchase Contractsevidenced herebyfollowing suchdecrease orincrease Signature of authorized signatory of Purchase Contract Agentofauthorizedsignatory ofPurchase ContractAgent

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Normal Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this instrument Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Normal Units Certificate representing any Purchase Contracts Normal Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATEDDated: Signature: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts Normal Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: [INCLUDE IF A TO BE ATTACHED TO GLOBAL PURCHASE CONTRACTCERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Amount of decrease in Stated Amount of the Global Certificate Amount of increase in number of Purchase Contracts evidenced hereby Stated Amount of decrease in number the Global Certificate Stated Amount of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby the Global Certificate following such decrease or increase Signature of Authorized Officer of Agent EXHIBIT B Form of Stripped Units Certificate (Form of Global Certificate Legend) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized signatory representative of Purchase Contract AgentThe Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the Company or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of The Depository Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] AMEREN CORPORATION (Form of Face of Stripped Units Certificate) ([$25] Stated Amount)

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Corporate Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this instrument Corporate Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Corporate Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Units Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATEDDated: Signature: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: [INCLUDE IF A TO BE ATTACHED TO GLOBAL PURCHASE CONTRACTCERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Amount of decrease in Stated Amount of the Global Certificate Amount of increase in number of Purchase Contracts evidenced hereby Stated Amount of decrease in number the Global Certificate Stated Amount of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby the Global Certificate following such decrease or increase Signature of Authorized Officer of Agent EXHIBIT B Form of Treasury Units Certificate (Form of Global Certificate Legend) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized signatory representative of Purchase Contract AgentThe Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the Company or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of The Depository Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] NORTHWEST NATURAL GAS COMPANY (Form of Face of Treasury Units Certificate) ([$25] Stated Amount) No. CUSIP No.

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Normal Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this instrument Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Normal Units Certificate representing any Purchase Contracts Normal Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Capital Securities or Pledged Treasury Consideration, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATED: SignatureDated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts Income Certificates are to be registered in the name of and delivered to and Pledged Capital Securities, or Pledged Consideration, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s 's name and address: Name Address REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A [INCLUDE IF A GLOBAL PURCHASE CONTRACT] Transfer instructions for Pledged Capital Securities, or Pledged Treasury Consideration, as the case may be, transferable upon Early Settlement or a Termination Event: SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Stated Amount of the Global Signature of Amount of Amount of Certificate authorized decrease in Stated increase in number Stated following such officer of Purchase Contracts evidenced hereby Amount of decrease in number the Amount of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby following such the decrease or Trustee or Date Global Certificate Global Certificate increase Signature Units Custodian THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 Watex Xxxxxx, Xxx Xxxx, Xxx Xxxx) xx the Company or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as requested by an authorized signatory representative of Purchase Contract AgentThe Depository Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped Units evidenced by this instrument Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Stripped Units Certificate representing any Purchase Contracts Stripped Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATEDDated: Signature: -------------- ------------------------------------------ Signature Guarantee: ------------------------------- Number of Purchase Contracts Stripped Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to Please print name and address a Person other than otherthan the Holder, please print of Registered Holder: such Person’s 's name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name NAME NAME Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A [INCLUDE IF A Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement or a Termination Event: (TO BE ATTACHED TO GLOBAL PURCHASE CONTRACT] CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Stated Amount of increase in number of Purchase Contracts evidenced hereby the Amount of decrease Decrease in number Amount of Purchase Contracts evidenced hereby Number Increase in Global Certificate Stated Amount of Purchase Contracts evidenced hereby following such decrease or increase the Stated Amount of the Following Such Signature of authorized signatory Date Global Certificate Global Certificate Decrease or Increase Authorized Signatory EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT The Bank of New York 101 Barclay Street New York, New York 10286 Attention: Corporate Txxxx Xxxxxxxxxx Re: EQUITY UNITS OF AMERICAN ELECTRIC POWER COMPANY, INC. (THE "COMPANY") We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of _____________, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Equity Units] [Stripped Units] from time to time, that the Holder of Equity Units and Stripped Units listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _____________)] [$_______ aggregate principal amount of Notes] in exchange for the related [Pledged Notes] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes], and upon the payment by such Holder of any applicable fees, to release the [Notes] [Treasury Securities] related to such [Equity Units] [Stripped Units] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ------------------- THE BANK OF NEW YORK, as Forward Purchase Contract Agent By: ------------------------------------- Name: Title:

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this instrument Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Purchase Price equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Stripped Units Certificate representing any Purchase Contracts Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATEDDated: Signature: Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A Transfer instructions for Pledged Treasury Securities, transferable upon Early Settlement or a Termination Event: Table of Contents [INCLUDE IF A TO BE ATTACHED TO GLOBAL PURCHASE CONTRACTCERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Amount of increase Decrease in number of Purchase Contracts evidenced hereby Stated Amount of decrease the Global Certificate Amount of Increase in number Stated Amount of Purchase Contracts evidenced hereby Number the Global Certificate Stated Amount of Purchase Contracts evidenced hereby following such decrease the Global Certificate Following Such Decrease or increase Increase Signature of authorized signatory Authorized Officer of Purchase Contract AgentAgent Table of Contents EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT BNY Midwest Trust Company 0 Xxxxx XxXxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Re:

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Equity Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Equity Units evidenced by this instrument Equity Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Equity Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Equity Units Certificate representing any Purchase Contracts Equity Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATEDDated: Signature: ------------------- ------------------------------- Signature Guarantee: ---------------------- Number of Purchase Contracts Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Please print name and Pledged Applicable Ownership Interest in the address of Registered Holder: Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s 's name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A [INCLUDE IF A Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: (TO BE ATTACHED TO GLOBAL PURCHASE CONTRACT] CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Stated Amount of increase in number of Purchase Contracts evidenced hereby the Amount of decrease Decrease in number Amount of Purchase Contracts evidenced hereby Number Increase in Global Certificate Stated Amount of Purchase Contracts evidenced hereby following such decrease or increase the Stated Amount of the Following Such Decrease Signature of Date Global Certificate Global Certificate or Increase Authorized Signatory EXHIBIT B FORM OF STRIPPED UNITS CERTIFICATE [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY -- THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE FORWARD PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE FORWARD PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized signatory representative of Purchase Contract AgentThe Depository Trust Company (55 Water Street, New York, New York) to the Company or its agent for xxxxxxxxxxxx xx xxxxxxxx, xxxxxxxe or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of The Depository Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] (Form of Face of Stripped Units Certificate) No. CUSIP No. ____________

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract SPC Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of SPC Units evidenced by this instrument SPC Units Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract SPC Units Certificate representing any Purchase Contracts SPC Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged [Preferred Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Notes] deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATEDDated: Signature: Signature Signature Guarantee: [Stamp Legend] Number of Purchase Contracts Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts SPC Units Certificates are to be registered in the name of and delivered to and Pledged [Preferred Securities or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Notes] are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A Transfer Instructions for Pledged [INCLUDE IF A Preferred Securities or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Notes] Transferable Upon Early Settlement or a Termination Event: ________________________________________________ ___________________________________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL PURCHASE CONTRACTCERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Amount of increase in number Number of Purchase Contracts SPC Units evidenced hereby by the Global Certificate Amount of decrease in number of Purchase Contracts evidenced hereby Number of Purchase Contracts SPC Units evidenced hereby by the Global Certificate Number of SPC Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory officer of Trustee or Securities Custodian EXHIBIT B FORM OF TREASURY SPC CERTIFICATE THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. Cusip No. Number of Treasury SPC Units PPL CORPORATION TREASURY SPC UNITS This Treasury SPC Units Certificate certifies that ____________________ is the registered Holder of the number of Treasury SPC Units set forth above. Each Treasury SPC Unit consists of (i) a 1/40 undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with PPL Corporation, a Pennsylvania corporation (the “Company”). All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined below) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury SPC Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury SPC Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury SPC Units Certificate to purchase, and the Company, to sell, on the Purchase Contract Settlement Date, at a price equal to [$25] (the “Stated Amount”), a number of shares of PPL Corporation Common Stock, par value $.01 per share (“Common Stock”), equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury SPC Unit of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the “Purchase Price”) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Treasury SPC Unit of which such Purchase Contract is a part. [The Company shall pay, quarterly in arrears on February 16, May 16, August 16 and November 16, commencing (each, a “Payment Date”), in respect of each Purchase Contract evidenced hereby an amount (the “Purchase Contract Payments”) equal to % per annum of the Stated Amount. Such Purchase Contract Payments shall be payable to the Person in whose name this Treasury SPC Units Certificate (or a Predecessor Treasury SPC Units Certificate) is registered at the close of business on the Record Date for such Payment Date. The Company may, at its option, defer Purchase Contract Payments.] [Purchase Contract Payments will be payable at the office of the Purchase Contract Agent in New York City or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Treasury SPC Units Register.] Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of (as may be supplemented from time to time, the “Purchase Contract Agreement”) between the Company and , as Purchase Contract Agent (including its successors thereunder, herein called the “Purchase Contract Agent”), to which the Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company and the Holders and of the terms upon which the Treasury SPC Units Certificates are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury SPC Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “Purchase Price”) a number of shares of Common Stock equal to the Settlement Rate, unless prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part or an Early Settlement shall have occurred. The “Settlement Rate” is equal to:

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms Sections 4.04 or 4.05 of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced by this instrument Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Class A Common Stock Stock, par value $0.01 per share, of the Company (the “Common Stock”) or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the The undersigned will pay any transfer or similar taxes payable incident theretoin connection with the issuance of Common Stock or other securities to any Person other than the undersigned. DATEDDated: Signature: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A [INCLUDE IF A GLOBAL PURCHASE CONTRACT] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT CONTRACTS The initial number of Purchase Contracts evidenced by this certificate is . The following increases or decreases in this certificate have been made: Date Amount of increase in number of Purchase Contracts evidenced hereby by the Global Purchase Contract Amount of decrease in number of Purchase Contracts evidenced hereby by the Global Purchase Contract Number of Purchase Contracts evidenced hereby by the Global Purchase Contract following such decrease or increase Signature of authorized signatory of Purchase Contract AgentSecurity Registrar

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract SPC Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of SPC Units evidenced by this instrument SPC Units Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract SPC Units Certificate representing any Purchase Contracts SPC Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes [or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATEDDated: Signature: Signature Signature Guarantee: [Stamp Legend] Number of Purchase Contracts Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts SPC Units Certificates are to be registered in the name of and delivered to and Pledged Notes [or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A Transfer Instructions for Pledged Notes Transferable Upon Early Settlement or a Termination Event: [INCLUDE IF A TO BE ATTACHED TO GLOBAL PURCHASE CONTRACTCERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Amount of increase in number Number of Purchase Contracts SPC Units evidenced hereby by the Global Certificate Amount of decrease in number of Purchase Contracts evidenced hereby Number of Purchase Contracts SPC Units evidenced hereby by the Global Certificate Number of SPC Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory officer of Trustee or Securities Custodian EXHIBIT B FORM OF TREASURY SPC CERTIFICATE THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. Cusip No. Number of Treasury SPC Units PPL CORPORATION TREASURY SPC UNITS This Treasury SPC Units Certificate certifies that is the registered Holder of the number of Treasury SPC Units set forth above. Each Treasury SPC Unit consists of (i) a [ 1/40] undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract Agentwith PPL Corporation, a Pennsylvania corporation (the “Company”). All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined below) have the meaning set forth therein.

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Equity Security Units Certificate hereby irrevocably exercises the option to effect Early Settlement or Merger Early Settlement, as applicable, in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Equity Security Units evidenced by this instrument Equity Security Units Certificate specified below. Holders of Equity Security Units that include Notes may effect Early Settlement or Merger Early Settlement only in units of 20 and integral multiples of 20. If a successful remarketing or a Tax Event Redemption has occurred, Holders of Equity Security Units may effect Early Settlement or Merger Early Settlement only in units of 400,000 and integral multiples of 400,000. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock or other securities deliverable upon such Early Settlement or Merger Early Settlement, as applicable, be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Equity Security Units Certificate representing any Purchase Contracts Equity Security Units evidenced hereby as to which Early Settlement or Merger Early Settlement, as applicable, of the related Purchase Contracts is not effected, be registered in the name of, and delivered, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement or Merger Early Settlement, as applicable, will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATEDCheck one: [ ] Early Settlement [ ] Merger Early Settlement Dated: Signature: -------------------- --------------------------- Signature Guarantee: ----------------- Number of Purchase Contracts Equity Security Units evidenced hereby as to which Early Settlement or Merger Early Settlement, as applicable, of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts are to be registered REGISTERED HOLDER in the name of and delivered to, and Pledged Notes, Pledged Treasury Consideration or Please print name and Pledged Applicable Ownership Interests in the address of Registered Treasury Portfolio, as the case may be, are to Holder: be transferred to, a Person other than the Holder, please print such Person’s 's name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Merger Early Settlement: [INCLUDE IF A TO BE ATTACHED TO GLOBAL PURCHASE CONTRACTEQUITY SECURITY UNITS CERTIFICATES ONLY] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Equity Security Units Certificate have been made: Date Stated Amount of increase in number of Purchase Contracts evidenced hereby the Amount of decrease Decrease in number Amount of Purchase Contracts evidenced hereby Increase in Global Equity Security Stated Amount of the Stated Amount of the Units Certificate Global Equity Security Global Equity Security Following Such Decrease Signature of Date Units Certificate Units Certificate or Increase Authorized Officer ---- ---------------------- ---------------------- ----------------------- ------------------ EXHIBIT B FORM OF STRIPPED UNITS CERTIFICATE [FOR INCLUSION IN GLOBAL STRIPPED UNITS CERTIFICATES ONLY -- THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR XXXXXXXXXXXX XX XXXXXXXX, XXXXXNGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] (Form of Face of Stripped Units Certificate) No.:______________ CUSIP No.: 28336L 30 7 Number of Purchase Contracts evidenced hereby following such decrease or increase Signature of authorized signatory of Purchase Contract AgentStripped Units:____________ EL PASO CORPORATION STRIPPED UNITS

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Treasury Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this instrument Treasury Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Treasury Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Treasury Units Certificate representing any Purchase Contracts Treasury Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATEDDated: Signature: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts Treasury Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: [INCLUDE IF A TO BE ATTACHED TO GLOBAL PURCHASE CONTRACTCERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Amount of decrease in Stated Amount of the Global Certificate Amount of increase in number of Purchase Contracts evidenced hereby Stated Amount of decrease in number the Global Certificate Stated Amount of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby the Global Certificate following such decrease or increase Signature of authorized signatory Authorized Officer of Agent EXHIBIT C Instruction from Purchase Contract Agent to Collateral Agent , as Collateral Agent Attention: Telecopy: Re: Equity Units of Northwest Natural Gas Company (the “Company”) We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of , 200 , among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Corporate Units] [Treasury Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$ aggregate principal amount of Treasury Securities (CUSIP No. )] [$ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. )] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Corporate Units] [Treasury Units] to us in accordance with the Holder’s instructions. Date: , as Collateral Agent By: Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes or Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] for the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities]: Name Address Name Address Social Security or other Taxpayer Identification Number, if any EXHIBIT D Instruction to Purchase Contract Agent [Purchase Contract Agent] [address ] [ ] Attention: Telecopy: Re: Equity Units of Northwest Natural Gas Company (the “Company”) The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary (the “Collateral Agent”) [$ aggregate principal amount of Treasury Securities] [$ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section 4.1 of the Pledge Agreement, dated as of , 200 (the “Pledge Agreement”), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] related to such [Corporate Units] [Treasury Units]. Date: By: Name: Title: Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address EXHIBIT E Notice to Settle by Separate Cash [Purchase Contract Agent] [address] [ ] Attention: Telecopy: Re: Equity Units of Northwest Natural Gas Company (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Purchase Contract Agreement, dated as of , 200 among the Company, yourselves, as Purchase Contract Agent, Attorney-in-Fact and Trustee for the Holders of the Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by certified or cashiers check or wire transfer, in each case in immediately available funds), $ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder’s election to make such cash settlement with respect to the Purchase Contracts related to such Holder’s [Corporate Units]. Date: By: Name: Title: Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this instrument Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Stripped Units Certificate representing any Purchase Contracts Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATED: SignatureDated: Signature Guarantee: Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended Number of Purchase Contracts Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts Stripped Unit Certificates are to be registered in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s 's name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A Transfer Instructions for Pledged Treasury Securities transferable upon Early Settlement or a Termination Event: [INCLUDE IF A TO BE ATTACHED TO GLOBAL PURCHASE CONTRACTCERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Amount of Decrease in Principal Amount of the Global Certificate Amount of increase in number of Purchase Contracts evidenced hereby Principal Amount of decrease in number the Global Certificate Principal Amount of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby this Global Certificate following such decrease or increase Signature of authorized signatory Authorized Signatory of Purchase Contract AgentTrustee or Securities Custodian

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract SPC Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of SPC Units evidenced by this instrument SPC Units Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract SPC Units Certificate representing any Purchase Contracts SPC Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes [or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATEDDated: Signature: Signature Signature Guarantee: [Stamp Legend] Number of Purchase Contracts Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts SPC Units Certificates are to be registered in the name of and delivered to and Pledged Notes [or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A Transfer Instructions for Pledged Notes Transferable Upon Early Settlement or a Termination Event: [INCLUDE IF A TO BE ATTACHED TO GLOBAL PURCHASE CONTRACTCERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Amount of increase in number Number of Purchase Contracts SPC Units evidenced hereby by the Global Certificate Amount of decrease in number of Purchase Contracts evidenced hereby Number of Purchase Contracts SPC Units evidenced hereby by the Global Certificate Number of SPC Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory officer of Trustee or Securities Custodian EXHIBIT B FORM OF TREASURY SPC CERTIFICATE THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. Cusip No. Number of Treasury SPC Units PPL CORPORATION TREASURY SPC UNITS This Treasury SPC Units Certificate certifies that is the registered Holder of the number of Treasury SPC Units set forth above. Each Treasury SPC Unit consists of (i) a [1/40] undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with PPL Corporation, a Pennsylvania corporation (the “Company”). All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined below) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury SPC Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury SPC Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury SPC Units Certificate to purchase, and the Company, to sell, on the Purchase Contract Settlement Date, at a price equal to [$25] (the “Stated Amount”), a number of shares of PPL Corporation Common Stock, par value $.01 per share (“Common Stock”), equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury SPC Unit of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the “Purchase Price”) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Treasury SPC Unit of which such Purchase Contract is a part. [The Company shall pay, quarterly in arrears on , , and , commencing (each, a “Payment Date”), in respect of each Purchase Contract evidenced hereby an amount (the “Purchase Contract Payments”) equal to % per annum of the Stated Amount. Such Purchase Contract Payments shall be payable to the Person in whose name this Treasury SPC Units Certificate (or a Predecessor Treasury SPC Units Certificate) is registered at the close of business on the Record Date for such Payment Date. The Company may, at its option, defer Purchase Contract Payments.] [Purchase Contract Payments will be payable at the office of the Purchase Contract Agent in New York City or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Treasury SPC Units Register.] Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of (as may be supplemented from time to time, the “Purchase Contract Agreement”) between the Company and , as Purchase Contract Agent (including its successors thereunder, herein called the “Purchase Contract Agent”), to which the Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company and the Holders and of the terms upon which the Treasury SPC Units Certificates are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury SPC Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the “Purchase Price”) a number of shares of Common Stock equal to the Settlement Rate, unless prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part or an Early Settlement shall have occurred. The “Settlement Rate” is equal to:

ELECTION TO SETTLE EARLY. The undersigned Holder of this Purchase Contract Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this instrument Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Purchase Price equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Stripped Units Certificate representing any Purchase Contracts Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities and any net cash, securities or other property deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar taxes tax payable incident thereto. DATEDDated: Signature: Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to and Pledged Treasury Securities, net cash, securities or other property are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any SCHEDULE A Transfer instructions for Pledged Treasury Securities, transferable upon Early Settlement or a Termination Event: [INCLUDE IF A TO BE ATTACHED TO GLOBAL PURCHASE CONTRACTCERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is . GLOBAL CERTIFICATE The following increases or decreases in this certificate Global Certificate have been made: Date Amount of increase Decrease in number Stated Amount of the Global Certificate Amount of Increase in Stated Amount of the Global Certificate Stated Amount of the Global Certificate Following Such Decrease or Increase Signature of Authorized Officer of Agent EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT BNY Midwest Trust Company 0 Xxxxx XxXxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Re: 8.25% Adjustable Conversion-Rate Equity Security Units of UnumProvident Corporation (the “Company”) We hereby notify you in accordance with Section [4.1][4.2] of the Pledge Agreement, dated as of May 11, 2004, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the “Holder”) has elected to substitute [$ aggregate principal amount of Treasury Securities (CUSIP No. [ ])] [$ principal amount of Notes or the appropriate Treasury Consideration, as the case may be,] in exchange for the related [Pledged Notes or Pledged Treasury Consideration] [Pledged Treasury Securities (CUSIP No. [ ]),] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes or Pledged Treasury Consideration], and upon the payment by such Holder of any applicable fees, to release the [Notes or Treasury Consideration, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder’s instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Purchase Contract Agreement. Date: JPMorgan Chase Bank, As Purchase Contract Agent under the Purchase Contract Agreement, dated as of May 11, 2004, between the Company and the Purchase Contract Agent By: Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes or Treasury Consideration, as the case may be,] for the [Pledged Notes or Pledged Treasury Consideration, as the case may be,] [Pledged Treasury Securities]: Name Address Social Security or other Taxpayer Identification Number, if any EXHIBIT D INSTRUCTION TO PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Purchase Contract Agent 0 Xxx Xxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Institutional Trust Services Re: 8.25% Adjustable Conversion-Rate Equity Security Units of UnumProvident Corporation (the “Company”) The undersigned Holder hereby notifies you, as Purchase Contract Agent under the Purchase Contract Agreement, dated as of May 11, 2004, between the Company and you, that it has delivered to BNY Midwest Trust Company, as Collateral Agent, Custodial Agent and Securities Intermediary [$ aggregate principal amount of Treasury Securities] [$ principal amount of Notes or the appropriate Treasury Consideration, as the case may be,] in exchange for the related [Pledged Notes or Pledged Treasury Consideration, as the case may be,] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of May 11, 2004, among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes or Pledged Treasury Consideration, as the case may be,] [Pledged Treasury Securities] related to such [Normal Units] [Stripped Units]. Capitalized terms used herein but not defined shall have the meaning set forth in the Purchase Contract Agreement. Date: By: Signature Guarantee: Dated: Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any Address: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Purchase Contract Agent 0 Xxx Xxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Institutional Trust Services Re: 8.25% Adjustable Conversion-Rate Equity Security Units of UnumProvident Corporation (the “Company”) The undersigned Holder hereby notifies you in accordance with Section 5.4 of the Purchase Contract Agreement, dated as of May 11, 2004, between the Company and you, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by certified or cashier’s check or wire transfer, in each case in immediately available funds), $ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder’s election to make such cash settlement with respect to the Purchase Contracts evidenced hereby Amount of decrease related to such Holder’s Normal Units. Capitalized terms used herein but not defined shall have the meaning set forth in number of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby following such decrease or increase Signature of authorized signatory of the Purchase Contract AgentAgreement. Date: By: Signature Guarantee: Dated: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address EXHIBIT F FORM OF CERTIFICATION FOR TRANSFER OR EXCHANGE OF CERTIFICATE (Transfers and exchanges pursuant to Section 2.1(e) or 3.6 of the Purchase Contract Agreement) UnumProvident Corporation 0 Xxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000. JPMorgan Chase Bank, as Trustee 0 Xxx Xxxx Xxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000. Re: UnumProvident Corporation