Common use of Mailings to Shareholders Clause in Contracts

Mailings to Shareholders. With respect to each Duke Energy Meeting and Duke Energy Consent, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Duke Energy utilizes in communications to holders of Duke Energy Common Shares subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Duke Energy to its shareholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement, to be provided to shareholders of Duke Energy; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Duke Energy Meeting or Duke Energy Consent or, pursuant to Section 4.7, to attend such Duke Energy Meeting and to exercise personally thereat the Beneficiary Votes of such Beneficiary; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or its designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Duke Energy to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Duke Energy Meeting shall not be earlier than the close of business on the second Business Day prior to such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Duke Energy Meeting or Duke Energy Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Duke Energy or by applicable law for purposes of determining shareholders entitled to vote at such Duke Energy Meeting or to give written consent in -8- VOTING AND EXCHANGE TRUST AGREEMENT connection with such Duke Energy Consent. Duke Energy will notify the Trustee of any decision of the Board of Directors of Duke Energy with respect to the calling of any Duke Energy Meeting or the seeking of any Duke Energy Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3. The materials referred to in this Section 4.3 are to be provided to the Trustee by Duke Energy and the materials referred to in Section 4.3(c), (e) and (f) shall be subject to reasonable comment by the Trustee in a timely manner. Duke Energy shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Duke Energy Common Shares. Duke Energy agrees not to communicate with holders of Duke Energy Common Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Duke Energy may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case Duke Energy delivers a certificate to the Trustee stating that Duke Energy has undertaken to perform the obligations set forth in this Section 4.3.

Mailings to Shareholders. With respect to each Duke Energy Meeting and Duke Energy Consent, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Duke Energy utilizes in communications to holders of Duke Energy Common Shares subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each of the Duke Energy Beneficiaries named in the List, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Duke Energy to its shareholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement, to be provided to shareholders of Duke Energy; (b) a statement that such Duke Energy Beneficiary is entitled to instruct the Trustee as to the exercise of the Duke Energy Beneficiary Votes with respect to such Duke Energy Meeting or Duke Energy Consent or, pursuant to Section 4.7, to attend such Duke Energy Meeting and to exercise personally thereat the Duke Energy Beneficiary Votes of such Duke Energy Beneficiary; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Duke Energy Beneficiary or its designee to exercise personally the Duke Energy Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Duke Energy to exercise such Duke Energy Beneficiary Votes; (d) a statement that if no such instructions are received from the Duke Energy Beneficiary, the Duke Energy Beneficiary Votes to which such Duke Energy Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Duke Energy Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Duke Energy Meeting shall not be earlier than the close of business on the second Business Day prior to such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Duke Energy Beneficiary Votes to which a Duke Energy Beneficiary is entitled in respect of any Duke Energy Meeting or Duke Energy Consent, the number of Duke Energy Exchangeable Shares owned of record by the Duke Energy Beneficiary shall be determined at the close of business on the record date established by Duke Energy or by applicable law for purposes of determining shareholders entitled to vote at such Duke Energy Meeting or to give written consent in -8- VOTING AND EXCHANGE TRUST AGREEMENT connection with such Duke Energy Consent. Duke Energy will notify the Trustee of any decision of the Board board of Directors directors of Duke Energy with respect to the calling of any Duke Energy Meeting or the seeking of any Duke Energy Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3. The materials referred to in this Section 4.3 are to be provided to the Trustee by Duke Energy and the materials referred to in Section 4.3(c), (e) and (f) shall be subject to reasonable comment by the Trustee in a timely manner. Duke Energy shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Duke Energy Beneficiary at the same time as such materials are first sent to holders of Duke Energy Common Shares. Duke Energy agrees not to communicate with holders of Duke Energy Common Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Duke Energy Beneficiaries. Notwithstanding the foregoing, Duke Energy may at its option exercise the duties of the Trustee to deliver copies of all materials to each Duke Energy Beneficiary as required by this Section 4.3 so long as in each case Duke Energy delivers a certificate to the Trustee stating that Duke Energy has undertaken to perform the obligations set forth in this Section 4.3.

Mailings to Shareholders. With respect to each Duke Energy Meeting and Duke Energy Consent, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Duke Energy utilizes in communications to holders of Duke Energy Common Shares subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the -7- VOTING AND EXCHANGE TRUST AGREEMENT 145 List, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Duke Energy to its shareholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement, to be provided to shareholders of Duke Energy; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Duke Energy Meeting or Duke Energy Consent or, pursuant to Section 4.7, to attend such Duke Energy Meeting and to exercise personally thereat the Beneficiary Votes of such Beneficiary; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or its designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Duke Energy to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Duke Energy Meeting shall not be earlier than the close of business on the second Business Day prior to such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Duke Energy Meeting or Duke Energy Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Duke Energy or by applicable law for purposes of determining shareholders entitled to vote at such Duke Energy Meeting or to give written consent in -8- VOTING AND EXCHANGE TRUST AGREEMENT connection with such Duke Energy Consent. Duke Energy will notify the Trustee of any decision of the Board of Directors of Duke Energy with respect to the calling of any Duke Energy Meeting or the seeking of any Duke Energy Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3. The materials referred to in this Section 4.3 are to be provided to the Trustee by Duke Energy and the materials referred to in Section 4.3(c), (e) and (f) shall be subject to reasonable -8- VOTING AND EXCHANGE TRUST AGREEMENT 146 comment by the Trustee in a timely manner. Duke Energy shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Duke Energy Common Shares. Duke Energy agrees not to communicate with holders of Duke Energy Common Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Duke Energy may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case Duke Energy delivers a certificate to the Trustee stating that Duke Energy has undertaken to perform the obligations set forth in this Section 4.3.

Mailings to Shareholders. With respect to each Duke Spectra Energy Meeting and Duke Spectra Energy Consent, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Duke Spectra Energy utilizes in communications to holders of Duke Spectra Energy Common Shares subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each of the Spectra Energy Beneficiaries named in the List, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Duke Spectra Energy to its shareholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement, to be provided to shareholders of Duke Spectra Energy; (b) a statement that such Spectra Energy Beneficiary is entitled to instruct the Trustee as to the exercise of the Spectra Energy Beneficiary Votes with respect to such Duke Spectra Energy Meeting or Duke Spectra Energy Consent or, pursuant to Section 4.7, to attend such Duke Spectra Energy Meeting and to exercise personally thereat the Spectra Energy Beneficiary Votes of such Spectra Energy Beneficiary; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Spectra Energy Beneficiary or its designee to exercise personally the Spectra Energy Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Duke Spectra Energy to exercise such Spectra Energy Beneficiary Votes; (d) a statement that if no such instructions are received from the Spectra Energy Beneficiary, the Spectra Energy Beneficiary Votes to which such Spectra Energy Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Spectra Energy Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Duke Spectra Energy Meeting shall not be earlier than the close of business on the second Business Day prior to such meeting, and of the method for revoking or amending such instructions. For the purpose of determining Spectra Energy Beneficiary Votes to which a Spectra Energy Beneficiary is entitled in respect of any Duke Spectra Energy Meeting or Duke Spectra Energy Consent, the number of Spectra Energy Exchangeable Shares owned of record by the Spectra Energy Beneficiary shall be determined at the close of business on the record date established by Duke Spectra Energy or by applicable law for purposes of determining shareholders entitled to vote at such Duke Spectra Energy Meeting or to give written consent in -8- VOTING AND EXCHANGE TRUST AGREEMENT connection with such Duke Spectra Energy Consent. Duke Spectra Energy will notify the Trustee of any decision of the Board board of Directors directors of Duke Spectra Energy with respect to the calling of any Duke Spectra Energy Meeting or the seeking of any Duke Spectra Energy Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3. The materials referred to in this Section 4.3 are to be provided to the Trustee by Duke Spectra Energy and the materials referred to in Section 4.3(c), (e) and (f) shall be subject to reasonable comment by the Trustee in a timely manner. Duke Spectra Energy shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Spectra Energy Beneficiary at the same time as such materials are first sent to holders of Duke Spectra Energy Common Shares. Duke Spectra Energy agrees not to communicate with holders of Duke Spectra Energy Common Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Spectra Energy Beneficiaries. Notwithstanding the foregoing, Duke Spectra Energy may at its option exercise the duties of the Trustee to deliver copies of all materials to each Spectra Energy Beneficiary as required by this Section 4.3 so long as in each case Duke Spectra Energy delivers a certificate to the Trustee stating that Duke Spectra Energy has undertaken to perform the obligations set forth in this Section 4.3.