Common use of Number of Stripped Units Clause in Contracts

Number of Stripped Units. This Stripped Units Certificate certifies that [FOR INCLUSION IN GLOBAL CERTIFICATES - Cede & Co.] is the registered Holder of the number of Stripped Units set forth above [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY - or such other number of Stripped Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto]. Each Stripped Unit represents (i) a 1/20 undivided beneficial ownership interest in a Treasury Security, subject to the Pledge of such interest in 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 Prudential Financial, Inc., a Delaware corporation (the "Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Security constituting part of each Stripped Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Stripped Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Stripped Units Certificate to purchase, and the Company to sell, on ___, 2004 (the "Stock Purchase Date"), at a price equal to $50 (the "Stated Amount"), a number of shares of Common Stock, $0.01 par value per share ("Common Stock"), of the Company, equal to the Settlement Rate, unless on or prior to the Stock Purchase Date there shall have occurred a Termination Event or an Early Settlement or Merger Early Settlement with respect to the Stripped Units 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 (as defined herein) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Pledged Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Stripped Unit evidenced hereby an amount (the "Contract Fee Payments") equal to ___% per year of the Stated Amount, computed on the basis of a 360-day year of 12 30 day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if any date on which Contract Fee Payments are to be made on the Purchase Contracts is not a Business Day, then payment of the Contract Fee Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of the delay, except that if such next succeeding Business Day is in the next succeeding calendar month or calendar year, as applicable, such payment will be made on the immediately preceding Business Day). Such Contract Fee Payments shall be payable to the Person in whose name this Stripped Units Certificate (or a Predecessor Stripped Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Fee Payments will be payable at the office of the Agent in the City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Stripped Units Register or by wire transfer in immediately available funds to an account designated to the Agent by such Person in writing at least five Business Days prior to the applicable Payment Date and entered on the Stripped Units Register. All payments with respect to the Stripped Units shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Stripped Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Number of Stripped Units. This Stripped Units Certificate certifies that [FOR INCLUSION IN GLOBAL CERTIFICATES - For inclusion in Global Certificates only -- Cede & Co.] is the registered Holder of the number of Stripped Units set forth above [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY For inclusion in Global Certificates only - or such other number of Stripped Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto]. Each Stripped Unit represents (i) a 1/20 undivided beneficial ownership interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Forward Purchase Contract with Prudential FinancialAmerican Electric Power Company, Inc., a Delaware New York corporation (the "Company"). All capitalized terms used herein which are defined in the Forward Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Security constituting part of each Stripped Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Forward Purchase Contract comprising a part of such Stripped UnitUnits. Each Forward Purchase Contract evidenced hereby obligates the Holder of this Stripped Units Certificate to purchase, and the Company to sell, on ___, 2004 (the "Stock Purchase Date"), at a price equal to $50 (the "Stated Amount"), a number of shares of Common Stockcommon stock, $0.01 6.50 par value per share ("Common Stock"), of the Company, equal to the Settlement Rate, unless on or prior to the Stock Purchase Date there shall have occurred a Termination Event or an Early Settlement, Merger Early Settlement or Merger Early Cash Settlement with respect to the Stripped Units of which such Forward Purchase Contract is a part, all as provided in the Forward Purchase Contract Agreement and more fully described on the reverse hereof. The Purchase Price (as defined herein) for the shares of Common Stock purchased pursuant to each Forward Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Pledged Treasury Securities pledged to secure the obligations under such Forward Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Forward Purchase Contract forming part of a Stripped Unit Units evidenced hereby an amount (the "Contract Fee Adjustment Payments") equal to ___3.50% per year of the Stated Amount, computed on the basis of a 360-day year of 12 30 twelve 30-day months, subject to deferral at the option of the Company as provided in the Forward Purchase Contract Agreement and more fully described on the reverse hereof (provided that if any date on which Contract Fee Adjustment Payments are to be made on the Forward Purchase Contracts is not a Business Day, then payment of the Contract Fee Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of the delay, except that if such next succeeding Business Day is in the next succeeding calendar month or calendar year, as applicable, such payment will be made on the immediately preceding Business Day). Such Contract Fee Adjustment Payments shall be payable to the Person in whose name this Stripped Units Certificate (or a Predecessor Stripped Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Fee Payments Adjustment Payments, if any, will be payable at the office Office of the Agent in the City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as at such address as it appears on the Stripped Units Register or by wire transfer in immediately available funds to an the account designated to the Agent by such Person in writing at least five Business Days prior to the applicable Payment Date and entered on the Stripped Units Register. All payments with respect to the Stripped Units shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debtsDate. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Stripped Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Forward Purchase Contract Agreement or be valid or obligatory for any purpose.

Number of Stripped Units. This Stripped Units Certificate certifies that [FOR INCLUSION IN GLOBAL CERTIFICATES - Cede & Co.] _________ is the registered Holder of the number of Stripped Units set forth above [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY If the Certificate is a Global Certificate, insert - , as such number may be increased or such other number of Stripped Units reflected in decreased as set forth on the Schedule of Increases or Decreases in Global Certificate attached annexed hereto]. Each Stripped Unit represents (i) a 1/20 1/40 undivided beneficial ownership interest in a Treasury Security, subject to the Pledge of such interest in 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 Prudential Financial, Inc.UnumProvident Corporation, a Delaware corporation (the "“Company"”). Each Stripped Unit will have a stated amount of $25 (the “Stated Amount”). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Security constituting part of each Stripped Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Stripped UnitUnit to purchase shares of Common Stock of the Company. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Normal Units Certificates to any of the rights of a holder of shares of Common Stock, including without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders, or for the election of directors of the Company or for any other matter or any other rights whatsoever as stockholder of the Company. Each Purchase Contract evidenced hereby obligates the Holder of this Stripped Units Certificate to purchase, and the Company to sell, on ___May 15, 2004 2006 (the "“Stock Purchase Date"”), at a price equal to $50 25 (the "Stated Amount"“Purchase Price”), a number of shares of Common Stock, $0.01 par value $0.10 per share ("“Common Stock"”), of the Company, equal to the Settlement Rate, unless on or prior to the Stock Purchase Date there shall have occurred a Termination Event or an Early Settlement or Merger Early Settlement with respect to the Stripped Units 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 (as defined herein) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Table of Contents Pledged Treasury Securities pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Stripped Unit evidenced hereby an amount (the "“Contract Fee Adjustment Payments"”) equal to ___2.25% per year of the Stated Amount, computed on the basis of a 360-day year of 12 30 twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if on any date on which Contract Fee Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of the Contract Fee Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of the delay, except that if such next succeeding Business Day is in the next succeeding calendar month or calendar year, as applicable, such payment will be made on the immediately preceding Business Day). Such Contract Fee Adjustment Payments shall be payable to the Person in whose name this Stripped Units Certificate (or a Predecessor Stripped Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Fee Adjustment Payments will be payable at the office of the Agent in the City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Stripped Normal Units Register or by wire transfer in immediately available funds to an the account designated to the Agent by such Person in writing at least five Business Days prior to the applicable Payment Date and entered on the Stripped Units Register. All payments with respect to the Stripped Units shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debtswriting. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Stripped Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.. Table of Contents

Number of Stripped Units. This Stripped Units Certificate certifies that [FOR INCLUSION IN GLOBAL CERTIFICATES - Cede & Co.] ________ is the registered Holder of the number of Stripped Units set forth above [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY - or such other number of Stripped Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto]above. Each Stripped Unit represents (i) a 1/20 [1/40] undivided beneficial ownership interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such the Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Prudential FinancialHawaiian Electric Industries, Inc., a Delaware Hawaii corporation (the "Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Security constituting part of each Stripped Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Stripped UnitUnit to purchase the Common Stock of the Company. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Normal Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Purchase Contract evidenced hereby hereby, unless an Early Settlement has occurred or a Merger Early Settlement has occurred, obligates the Holder of this Stripped Units Certificate to purchase, and the Company to sell, on ___, 2004 ____________ (the "Stock Purchase Date"), at a price equal to [$50 25] (the "Stated Amount"), a number of newly issued shares of Common Stock, $0.01 without par value per share ("Common Stock"), of the Company, equal to the Settlement Rate, unless on or prior to the Stock Purchase Date Date, there shall have occurred a Termination Event or an Early Settlement or Merger Early Settlement with respect to the Stripped Units 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 (as defined herein) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Pledged Treasury Securities pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Stripped Unit evidenced hereby an amount (the "Contract Fee Adjustment Payments") equal to ____% per year of the Stated Amount, computed on the basis of a 360-day year of 12 30 twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if any date on which Contract Fee Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of the such Contract Fee Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of the such delay, except that if such next succeeding Business Day is in the next succeeding calendar month or calendar year, as applicable, then such payment will be made on the immediately preceding Business Day). Such Contract Fee Adjustment Payments shall be payable to the Person in whose name this Stripped Units Certificate (or a Predecessor Stripped Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Fee Adjustment Payments will be payable at the office of the Agent in the The City of New York, New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Stripped Units Register or by wire transfer in immediately available funds to an account designated to the Agent by such Person in writing at least five Business Days prior to the applicable Payment Date and entered on the Stripped Normal Units Register. All payments with respect to the Stripped Units shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Stripped Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Number of Stripped Units. This Stripped Units Certificate certifies that [FOR INCLUSION IN GLOBAL CERTIFICATES - Cede & Co.] ________________________ is the registered Holder of the number of Stripped Units set forth above [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY - If the Certificate is a Global Certificate, insert -, as such number may be increased or such other number of Stripped Units reflected in decreased as set forth on the Schedule of Increases or Decreases in Global Certificate attached annexed hereto]. Each Stripped Unit represents (i) a 1/20 1/40 undivided beneficial ownership interest in a Treasury SecuritySecurity or, in the case of an Opt-Out, the Cash Consideration, subject to the Pledge of such interest in such Treasury Security or Cash Consideration, as the case may be, by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Prudential Financial, Inc.XL Capital Ltd, a Delaware corporation Cayman Islands exempted limited company (the "Company"). Each Stripped Unit will have a stated amount of $25 (the "Stated Amount"). In the event a Holder creates a Stripped Unit as a result of an Opt-Out pursuant to Section 5.4(b)(iv) of the Purchase Contract Agreement, all references herein to Treasury Securities or Pledged Treasury Securities, including for purposes of Sections 3.15 and 5.8 of the Purchase Contract Agreement, shall be deemed to include the Cash Consideration in addition to the Treasury Securities. All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Security constituting part of each Stripped Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Stripped UnitUnit to purchase Ordinary Shares of the Company. Prior to the purchase of Ordinary Shares under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Normal Units Certificates to any of the rights of a holder of Ordinary Shares, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as shareholders in respect of the meetings of shareholders, or for the election of directors of the Company or for any other matter or any other rights whatsoever as shareholder of the Company. Each Purchase Contract evidenced hereby obligates the Holder of this Stripped Units Certificate to purchase, and the Company to sell, on ___February 15, 2004 2009 (the "Stock Purchase Date"), at a price equal to $50 25 (the "Stated AmountPurchase Price"), a number of shares of Common StockClass A Ordinary Shares, par value $0.01 par value per share ("Common StockOrdinary Shares"), of the Company, equal to the Settlement Rate or, if the Company has fixed the Settlement Rate pursuant to Section 5.1(f) of the Purchase Contract Agreement, the Fixed Accounting Event Settlement Rate, unless on or prior to the Stock Purchase Date there shall have occurred a Termination Event or an Early Settlement or Merger Early Settlement with respect to the Stripped Units 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 (as defined herein) for the shares of Common Stock Ordinary Shares purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Pledged Treasury Securities pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Stripped Unit evidenced hereby an amount (the "Contract Fee Adjustment Payments") equal to ___1.75% per year of the Stated AmountAmount through but excluding the Stock Purchase Date, computed on the basis of a 360-day year of 12 30 twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if on any date on which Contract Fee Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of the Contract Fee Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of the delay, except that if such next succeeding Business Day is in the next succeeding calendar month or calendar year, as applicable, such payment will be made on the immediately preceding Business Day). Such Contract Fee Adjustment Payments shall be payable to the Person in whose name this Stripped Units Certificate (or a Predecessor Stripped Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Fee Adjustment Payments will be payable at the office of the Purchase Contract Agent in the City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Stripped Units Register or by wire transfer in immediately available funds to an the account designated to the Agent by such Person in writing at least five Business Days prior to the applicable Payment Date and entered on the Stripped Units Register. All payments with respect to the Stripped Units shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debtswriting. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Stripped Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Number of Stripped Units. This Stripped Units Certificate certifies Certifixxxx xxxxifies that [FOR INCLUSION IN GLOBAL CERTIFICATES - Cede & Co.] ________________________ is the registered Holder of the number of Stripped Units set forth above [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY - If the Certificate is a Global Certificate, insert -, as such number may be increased or such other number of Stripped Units reflected in decreased as set forth on the Schedule of Increases or Decreases in Global Certificate attached annexed hereto]. Each Stripped Unit represents (i) a 1/20 1/40 undivided beneficial ownership interest in a Treasury SecuritySecurity or, in the case of an Opt-Out, the Cash Consideration, subject to the Pledge of such interest in such Treasury Security or Cash Consideration, as the case may be, by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Prudential Financial, Inc.XL Capital Ltd, a Delaware corporation Cayman Islands exempted limited company (the "Company"). Each Stripped Unit will have a stated amount of $25 (the "Stated Amount"). In the event a Holder creates a Stripped Unit as a result of an Opt-Out pursuant to Section 5.4(b)(iv) of the Purchase Contract Agreement, all references herein to Treasury Securities or Pledged Treasury Securities, including for purposes of Sections 3.15 and 5.8 of the Purchase Contract Agreement, shall be deemed to include the Cash Consideration in addition to the Treasury Securities. All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Security constituting part of each Stripped Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Stripped UnitUnit to purchase Ordinary Shares of the Company. Prior to the purchase of Ordinary Shares under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Normal Units Certificates to any of the rights of a holder of Ordinary Shares, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as shareholders in respect of the meetings of shareholders, or for the election of directors of the Company or for any other matter or any other rights whatsoever as shareholder of the Company. Each Purchase Contract evidenced hereby obligates the Holder of this Stripped Units Certificate to purchase, and the Company to sell, on ___May 15, 2004 2007 (the "Stock Purchase Date"), at a price equal to $50 25 (the "Stated AmountPurchase Price"), a number of shares of Common StockClass A Ordinary Shares, par value $0.01 par value per share ("Common StockOrdinary Shares"), of the Company, equal to the Settlement Rate or, if the Company has fixed the Settlement Rate pursuant to Section 5.1(f) of the Purchase Contract Agreement, the Fixed Settlement Rate, unless on or prior to the Stock Purchase Date there shall have occurred a Termination Event or an Early Settlement or Merger Early Settlement with respect to the Stripped Units 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 (as defined herein) for the shares of Common Stock Ordinary Shares purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Pledged Treasury Securities pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Stripped Unit evidenced hereby an amount (the "Contract Fee Adjustment Payments") equal to ___3.97% per year of the Stated AmountAmount through but excluding the Stock Purchase Date, computed on the basis of a 360-day year of 12 30 twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if on any date on which Contract Fee Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of the Contract Fee Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of the delay, except that if such next succeeding Business Day is in the next succeeding calendar month or calendar year, as applicable, such payment will be made on the immediately preceding Business Day). Such Contract Fee Adjustment Payments shall be payable to the Person in whose name this Stripped Units Certificate (or a Predecessor Stripped Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Fee Adjustment Payments will be payable at the office of the Purchase Contract Agent in the City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Stripped Units Register or by wire transfer in immediately available funds to an the account designated to the Agent by such Person in writing at least five Business Days prior to the applicable Payment Date and entered on the Stripped Units Register. All payments with respect to the Stripped Units shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debtswriting. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Stripped Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Number of Stripped Units. This Stripped Units Certificate certifies that [FOR INCLUSION IN GLOBAL CERTIFICATES - Cede & Co.] (the “Holder”) is the registered Holder of the number of Stripped Units set forth above [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY If the Certificate is a Global Certificate, insert - , as such number may be increased or such other number of Stripped Units reflected in decreased as set forth on the Schedule of Increases or Decreases in Global Certificate attached annexed hereto]. Each Stripped Unit represents (i) a 1/20 1/40 undivided beneficial ownership interest in a Treasury Security, subject to the Pledge of such interest in 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 Prudential Financial, Inc.UnumProvident Corporation, a Delaware corporation (the "“Company"”). Each Stripped Unit will have a stated amount of $25 (the “Stated Amount”). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Security constituting part of each Stripped Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Stripped UnitUnit to purchase shares of Common Stock of the Company. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Stripped Units Certificates to any of the rights of a holder of shares of Common Stock, including without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders, or for the election of directors of the Company or for any other matter or any other rights whatsoever as stockholder of the Company. Each Purchase Contract evidenced hereby obligates the Holder of this Stripped Units Certificate to purchase, and the Company to sell, on ___May 15, 2004 2007 (the "“Stock Purchase Date"”), at a price equal to $50 25 (the "Stated Amount"“Purchase Price”), a number of shares of Common Stock, $0.01 par value $0.10 per share ("“Common Stock"”), of the Company, equal to the Settlement Rate, unless on or prior to the Stock Purchase Date there shall have occurred a Termination Event or an Early Settlement or Merger Early Settlement with respect to the Stripped Units 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 (as defined herein) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Pledged Treasury Securities pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Stripped Unit evidenced hereby an amount (the "“Contract Fee Adjustment Payments"”) equal to ___3.165% per year of the Stated Amount, computed on the basis of a 360-day year of 12 30 twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if on any date on which Contract Fee Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of the Contract Fee Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of the delay, except that if such next succeeding Business Day is in the next succeeding calendar month or calendar year, as applicable, such payment will be made on the immediately preceding Business Day). Such Contract Fee Adjustment Payments shall be payable to the Person in whose name this Stripped Units Certificate (or a Predecessor Stripped Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Fee Adjustment Payments will be payable at the office of the Agent in the City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Stripped Units Register or by wire transfer in immediately available funds to an the account designated to the Agent by such Person in writing at least five Business Days prior to the applicable Payment Date and entered on the Stripped Units Register. All payments with respect to the Stripped Units shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debtswriting. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Stripped Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Number of Stripped Units. This Stripped Units Certificate certifies that [FOR INCLUSION IN GLOBAL CERTIFICATES - Cede & Co.] is the registered Holder of the number of Stripped Units set forth above [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY - If the Certificate is a Global Certificate, insert -, as such number may be increased or such other number of Stripped Units reflected in decreased as set forth on the Schedule of Increases or Decreases in Global Certificate attached annexed hereto]. Each Stripped Unit represents (i) a 1/20 1/40 undivided beneficial ownership interest in a Treasury SecuritySecurity or, in the case of an Opt-Out, the Cash Consideration, subject to the Pledge of such interest in such Treasury Security or Cash Consideration, as the case may be, by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Prudential Financial, Inc.Lazard Ltd, a Delaware Bermuda corporation (the "“Company"”). Each Stripped Unit will have a stated amount of $25 (the “Stated Amount”). In the event a Holder creates a Stripped Unit as a result of an Opt-Out pursuant to Section 5.04(b)(iv) of the Purchase Contract Agreement, all references herein to Treasury Securities or Pledged Treasury Securities, including for purposes of Sections 3.15 and 5.8 of the Purchase Contract Agreement, shall be deemed to include the Cash Consideration in addition to the Treasury Securities. All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Security constituting part of each Stripped Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Stripped UnitUnit to purchase Common Stock of the Company. Prior to the purchase of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Normal Units Certificates to any of the rights of a holder of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as shareholders in respect of the meetings of shareholders, or for the election of directors of the Company or for any other matter or any other rights whatsoever as shareholder of the Company. Each Purchase Contract evidenced hereby obligates the Holder of this Stripped Units Certificate to purchase, and the Company to sell, on ___, 2004 2008 (the "“Stock Purchase Date"”), at a price equal to $50 25 (the "Stated Amount"“Purchase Price”), a number of shares of Class A Common Stock, par value $0.01 par value per share ("“Common Stock"”), of the Company, equal to the Settlement Rate, unless on or prior to the Stock Purchase Date there shall have occurred a Termination Event or an Early Settlement or Merger Early Settlement with respect to the Stripped Units 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 (as defined herein) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Pledged Treasury Securities pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Stripped Unit evidenced hereby an amount (the "“Contract Fee Adjustment Payments"”) equal to ___% per year of the Stated AmountAmount through but excluding the Stock Purchase Date, computed on the basis of a 360-day year of 12 30 twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if on any date on which Contract Fee Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of the Contract Fee Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of the delay, except that if such next succeeding Business Day is in the next succeeding calendar month or calendar year, as applicable, such payment will be made on the immediately preceding Business Day). Such Contract Fee Adjustment Payments shall be payable to the Person in whose name this Stripped Units Certificate (or a Predecessor Stripped Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Fee Adjustment Payments will be payable at the office of the Purchase Contract Agent in the City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Stripped Units Register or by wire transfer in immediately available funds to an the account designated to the Agent by such Person in writing at least five Business Days prior to the applicable Payment Date and entered on the Stripped Units Register. All payments with respect to the Stripped Units shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debtswriting. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Stripped Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Number of Stripped Units. This Stripped Units Certificate certifies that [FOR INCLUSION IN GLOBAL CERTIFICATES - Cede & Co.] ________ is the registered Holder of the number of Stripped Units set forth above [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY - or such other number of Stripped Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto]above. Each Stripped Unit represents (i) a 1/20 _____ undivided beneficial ownership interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such the Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Prudential FinancialPinnacle West Capital Corporation, Inc., a Delaware an Arizona corporation (the "Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Security constituting part of each Stripped Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Stripped UnitUnit to purchase the Common Stock of the Company. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Normal Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Purchase Contract evidenced hereby hereby, unless an Early Settlement has occurred or a Merger Early Settlement has occurred, obligates the Holder of this Stripped Units Certificate to purchase, and the Company to sell, on ___, 2004 ____________ (the "Stock Purchase Date"), at a price equal to $50 _________ (the "Stated Amount"), a number of newly issued shares of Common Stock, $0.01 par value per share ("Common Stock"), of the Company, equal to the Settlement Rate, unless on or prior to the Stock Purchase Date Date, there shall have occurred a Termination Event or an Early Settlement or Merger Early Settlement with respect to the Stripped Units 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 (as defined herein) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Pledged Treasury Securities pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Stripped Unit evidenced hereby an amount (the "Contract Fee Adjustment Payments") equal to ____% per year of the Stated Amount, computed on the basis of a 360-day year of 12 30 twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if any date on which Contract Fee Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of the such Contract Fee Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of the such delay, except that if such next succeeding Business Day is in the next succeeding calendar month or calendar year, as applicable, then such payment will be made on the immediately preceding Business Day). Such Contract Fee Adjustment Payments shall be payable to the Person in whose name this Stripped Units Certificate (or a Predecessor Stripped Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Fee Adjustment Payments will be payable at the office of the Agent in the The City of New York, New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Stripped Units Register or by wire transfer in immediately available funds to an account designated to the Agent by such Person in writing at least five Business Days prior to the applicable Payment Date and entered on the Stripped Normal Units Register. All payments with respect to the Stripped Units shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Stripped Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Number of Stripped Units. This Stripped Units Certificate Xxxxxxxxate certifies that [FOR INCLUSION IN GLOBAL CERTIFICATES - Cede & Co.] ________ is the registered Holder of the number of Stripped Units set forth above [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY - or such other number of Stripped Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto]above. Each Stripped Unit represents (i) a 1/20 1/40 undivided beneficial ownership interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such the Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Prudential Financial, Inc.Ameren Corporation, a Delaware Missouri corporation (the "Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Security constituting part of each Stripped Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Stripped UnitUnit to purchase the Common Stock of the Company. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Normal Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Purchase Contract evidenced hereby hereby, unless an Early Settlement has occurred or a Merger Early Settlement has occurred, obligates the Holder of this Stripped Units Certificate to purchase, and the Company to sell, on ___May 15, 2004 2005 (the "Stock Purchase Date"), at a price equal to $50 25 (the "Stated Amount"), a number of newly issued shares of Common Stock, $0.01 par value per share ("Common Stock"), of the Company, equal to the Settlement Rate, unless on or prior to the Stock Purchase Date Date, there shall have occurred a Termination Event or an Early Settlement or Merger Early Settlement with respect to the Stripped Units 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 (as defined herein) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Pledged Treasury Securities pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Stripped Unit evidenced hereby an amount (the "Contract Fee Adjustment Payments") equal to ___4.55% per year of the Stated Amount, computed on the basis of a 360-day year of 12 30 twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if any date on which Contract Fee Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of the such Contract Fee Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of the such delay, except that if such next succeeding Business Day is in the next succeeding calendar month or calendar year, as applicable, then such payment will be made on the immediately preceding Business Day). Such Contract Fee Adjustment Payments shall be payable to the Person in whose name this Stripped Units Certificate (or a Predecessor Stripped Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Fee Adjustment Payments will be payable at the office of the Agent in the The City of New York, New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Stripped Units Register or by wire transfer in immediately available funds to an account designated to the Agent by such Person in writing at least five Business Days prior to the applicable Payment Date and entered on the Stripped Normal Units Register. All payments with respect to the Stripped Units shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Stripped Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Number of Stripped Units. This Stripped Units Certificate certifies that [FOR INCLUSION IN GLOBAL CERTIFICATES - For inclusion in Global Certificates only -- Cede & Co.] is the registered Holder of the number of Stripped Units set forth above [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY For inclusion in Global Certificates only - or such other number of Stripped Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto]. Each Stripped Unit represents (i) a 1/20 undivided beneficial ownership interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Forward Purchase Contract with Prudential FinancialAmerican Electric Power Company, Inc., a Delaware New York corporation (the "Company"). All capitalized terms used herein which are defined in the Forward Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Security constituting part of each Stripped Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Forward Purchase Contract comprising a part of such Stripped UnitUnits. Each Forward Purchase Contract evidenced hereby obligates the Holder of this Stripped Units Certificate to purchase, and the Company to sell, on ___, 2004 (the "Stock Purchase Date"), at a price equal to $50 (the "Stated Amount"), a number of shares of Common Stockcommon stock, $0.01 6.50 par value per share ("Common Stock"), of the Company, equal to the Settlement Rate, unless on or prior to the Stock Purchase Date there shall have occurred a Termination Event or an Early Settlement, Merger Early Settlement or Merger Early Cash Settlement with respect to the Stripped Units of which such Forward Purchase Contract is a part, all as provided in the Forward Purchase Contract Agreement and more fully described on the reverse hereof. The Purchase Price (as defined herein) for the shares of Common Stock purchased pursuant to each Forward Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Pledged Treasury Securities pledged to secure the obligations under such Forward Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Forward Purchase Contract forming part of a Stripped Unit Units evidenced hereby an amount (the "Contract Fee Adjustment Payments") equal to ____% per year of the Stated Amount, computed on the basis of a 360-day year of 12 30 twelve 30-day months, subject to deferral at the option of the Company as provided in the Forward Purchase Contract Agreement and more fully described on the reverse hereof (provided that if any date on which Contract Fee Adjustment Payments are to be made on the Forward Purchase Contracts is not a Business Day, then payment of the Contract Fee Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of the delay, except that if such next succeeding Business Day is in the next succeeding calendar month or calendar year, as applicable, such payment will be made on the immediately preceding Business Day). Such Contract Fee Adjustment Payments shall be payable to the Person in whose name this Stripped Units Certificate (or a Predecessor Stripped Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Fee Payments Adjustment Payments, if any, will be payable at the office Office of the Agent in the City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as at such address as it appears on the Stripped Units Register or by wire transfer in immediately available funds to an the account designated to the Agent by such Person in writing at least five Business Days prior to the applicable Payment Date and entered on the Stripped Units Register. All payments with respect to the Stripped Units shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debtsDate. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Stripped Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Forward Purchase Contract Agreement or be valid or obligatory for any purpose.

Number of Stripped Units. This Stripped Units Certificate certifies that [FOR INCLUSION IN GLOBAL CERTIFICATES - Cede & Co.] is the registered Holder of the number of Stripped Units set forth above [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY - If the Certificate is a Global Certificate, insert -, as such number may be increased or such other number of Stripped Units reflected in decreased as set forth on the Schedule of Increases or Decreases in Global Certificate attached annexed hereto]. Each Stripped Unit represents (i) a 1/20 1/40 undivided beneficial ownership interest in a Treasury SecuritySecurity or, in the case of an Opt-Out, the Cash Consideration, subject to the Pledge of such interest in such Treasury Security or Cash Consideration, as the case may be, by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Prudential FinancialLazard Ltd, Inc., a Delaware corporation an exempted Bermuda limited company (the "“Company"”). Each Stripped Unit will have a stated amount of $25 (the “Stated Amount”). In the event a Holder creates a Stripped Unit as a result of an Opt-Out pursuant to Section 5.04(b)(iv) of the Purchase Contract Agreement, all references herein to Treasury Securities or Pledged Treasury Securities, including for purposes of Sections 3.15 and 5.8 of the Purchase Contract Agreement, shall be deemed to include the Cash Consideration in addition to the Treasury Securities. All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Security constituting part of each Stripped Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Stripped UnitUnit to purchase Common Stock of the Company. Prior to the purchase of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Normal Units Certificates to any of the rights of a holder of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as shareholders in respect of the meetings of shareholders, or for the election of directors of the Company or for any other matter or any other rights whatsoever as shareholder of the Company. Each Purchase Contract evidenced hereby obligates the Holder of this Stripped Units Certificate to purchase, and the Company to sell, on ___May 15, 2004 2008 (the "“Stock Purchase Date"”), at a price equal to $50 25 (the "Stated Amount"“Purchase Price”), a number of shares of Class A Common Stock, par value $0.01 par value per share ("“Common Stock"”), of the Company, equal to the Settlement Rate, unless on or prior to the Stock Purchase Date there shall have occurred a Termination Event or an Early Settlement or Merger Early Settlement with respect to the Stripped Units 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 (as defined herein) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Pledged Treasury Securities pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Stripped Unit evidenced hereby an amount (the "“Contract Fee Adjustment Payments"”) equal to ___0.505% per year of the Stated AmountAmount through but excluding the Stock Purchase Date, computed on the basis of a 360-day year of 12 30 twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if on any date on which Contract Fee Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of the Contract Fee Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of the delay, except that if such next succeeding Business Day is in the next succeeding calendar month or calendar year, as applicable, such payment will be made on the immediately preceding Business Day). Such Contract Fee Adjustment Payments shall be payable to the Person in whose name this Stripped Units Certificate (or a Predecessor Stripped Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Fee Adjustment Payments will be payable at the office of the Purchase Contract Agent in the City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Stripped Units Register or by wire transfer in immediately available funds to an the account designated to the Agent by such Person in writing at least five Business Days prior to the applicable Payment Date and entered on the Stripped Units Register. All payments with respect to the Stripped Units shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debtswriting. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Stripped Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Number of Stripped Units. This Stripped Units Certificate certifies that [FOR INCLUSION IN GLOBAL CERTIFICATES - Cede & Co.] _________ is the registered Holder of the number of Stripped Units set forth above [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY If the Certificate is a Global Certificate, insert - , as such number may be increased or such other number of Stripped Units reflected in decreased as set forth on the Schedule of Increases or Decreases in Global Certificate attached annexed hereto]. Each Stripped Unit represents (i) a 1/20 1/[__] undivided beneficial ownership interest in a Treasury Security, subject to the Pledge of such interest in 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 Prudential Financial, Inc.Union Planters Corporation, a Delaware Tennessee corporation (the "Company"). Each Stripped Unit will have a stated amount of $[__] (the "Stated Amount"). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Security constituting part of each Stripped Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Stripped UnitUnit to purchase shares of Common Stock of the Company. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Normal Units Certificates to any of the rights of a holder of shares of Common Stock, including without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as shareholders in respect of the meetings of shareholders, or for the election of directors of the Company or for any other matter or any other rights whatsoever as shareholder of the Company. Each Purchase Contract evidenced hereby obligates the Holder of this Stripped Units Certificate to purchase, and the Company to sell, on [______], 2004 200[_] (the "Stock Purchase Date"), at a price equal to $50 [__] (the "Stated AmountPurchase Price"), a number of shares of Common Stock, $0.01 par value $5.00 per share ("Common Stock"), of the Company, equal to the Settlement Rate, unless on or prior to the Stock Purchase Date there shall have occurred a Termination Event or an Early Settlement or Merger Early Settlement with respect to the Stripped Units 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 (as defined herein) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Pledged Treasury Securities pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Stripped Unit evidenced hereby an amount (the "Contract Fee Adjustment Payments") equal to [___]% per year of the Stated Amount, computed on the basis of a 360-day year of 12 30 twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if on any date on which Contract Fee Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of the Contract Fee Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of the delay, except that if such next succeeding Business Day is in the next succeeding calendar month or calendar year, as applicable, such payment will be made on the immediately preceding Business Day). Such Contract Fee Adjustment Payments shall be payable to the Person in whose name this Stripped Units Certificate (or a Predecessor Stripped Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Fee Adjustment Payments will be payable at the office of the Agent in the City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Stripped Normal Units Register or by wire transfer in immediately available funds to an the account designated to the Agent by such Person in writing at least five Business Days prior to the applicable Payment Date and entered on the Stripped Units Register. All payments with respect to the Stripped Units shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debtswriting. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Stripped Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Number of Stripped Units. This Stripped Units Certificate certifies that [FOR INCLUSION IN GLOBAL CERTIFICATES - Cede & Co.] is the registered Holder of the number of Stripped Units set forth above [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY - or such other number of Stripped Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto]above. Each Stripped Unit represents (i) a 1/20 [1/40] undivided beneficial ownership interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such the Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Prudential Financial, Inc.Ameren Corporation, a Delaware Missouri corporation (the "“Company"”). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Security constituting part of each Stripped Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Stripped UnitUnit to purchase the Common Stock of the Company. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Normal Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Purchase Contract evidenced hereby hereby, unless an Early Settlement has occurred or a Merger Early Settlement has occurred, obligates the Holder of this Stripped Units Certificate to purchase, and the Company to sell, on ___, 2004 (the "“Stock Purchase Date"”), at a price equal to [$50 25] (the "“Stated Amount"”), a number of newly issued shares of Common Stock, $0.01 par value per share ("“Common Stock"”), of the Company, equal to the Settlement Rate, unless on or prior to the Stock Purchase Date Date, there shall have occurred a Termination Event or an Early Settlement or Merger Early Settlement with respect to the Stripped Units 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 (as defined herein) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Pledged Treasury Securities pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Stripped Unit evidenced hereby an amount (the "“Contract Fee Adjustment Payments"”) equal to ___% per year of the Stated Amount, computed on the basis of a 360-day year of 12 30 twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if any date on which Contract Fee Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of the such Contract Fee Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of the such delay, except that if such next succeeding Business Day is in the next succeeding calendar month or calendar year, as applicable, then such payment will be made on the immediately preceding Business Day). Such Contract Fee Adjustment Payments shall be payable to the Person in whose name this Stripped Units Certificate (or a Predecessor Stripped Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Fee Adjustment Payments will be payable at the office of the Agent in the The City of New York, New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Stripped Units Register or by wire transfer in immediately available funds to an account designated to the Agent by such Person in writing at least five Business Days prior to the applicable Payment Date and entered on the Stripped Normal Units Register. All payments with respect to the Stripped Units shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Stripped Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Number of Stripped Units. This Stripped Units Certificate certifies that [FOR INCLUSION IN GLOBAL CERTIFICATES - Cede & Co.] _________ is the registered Holder of the number of Stripped Units set forth above [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY - or such other number of Stripped Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto]above. Each Stripped Unit represents (i) a 1/20 1/40 undivided beneficial ownership interest in a Treasury Security, subject to the Pledge of such interest in 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 Prudential Financialplatinum Underwriters Holdings, Inc.Ltd., a Delaware Bermuda corporation (the "Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Security constituting part of each Stripped Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Stripped UnitUnit to purchase Common Shares of the Company. Prior to the purchase of Common Shares under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Normal Units Certificates to any of the rights of a holder of Common Shares, including without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders, or for the election of directors of the Company or for any other matter or any other rights whatsoever as stockholder of the Company. Each Purchase Contract evidenced hereby obligates the Holder of this Stripped Units Certificate to purchase, and the Company to sell, on ___-, 2004 2005 (the "Stock Share Purchase Date"), at a price equal to $50 25 (the "Stated Amount"), a number of shares of Common StockShares, $0.01 par value per share ("Common StockShares"), of the Company, equal to the Settlement Rate, unless on or prior to the Stock Share Purchase Date there shall have occurred a Termination Event or an Early Settlement or Merger Early Settlement with respect to the Stripped Units 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 (as defined herein) for the shares of Common Stock Shares purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Share Purchase Date by application of payments received in respect of the Pledged Treasury Securities pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Stripped Unit evidenced hereby an amount (the "Contract Fee Adjustment Payments") equal to ___% -% per year of the Stated Amount, computed on the basis of a 360-day year of 12 30 twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if on any date on which Contract Fee Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of the Contract Fee Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of the delay, except that if such next succeeding Business Day is in the next succeeding calendar month or calendar year, as applicable, such payment will be made on the immediately preceding Business Day). Such Contract Fee Adjustment Payments shall be payable to the Person in whose name this Stripped Units Certificate (or a Predecessor Stripped Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Fee Adjustment Payments will be payable at the office of the Agent in the City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Stripped Units Register or by wire transfer in immediately available funds to an account designated to the Agent by such Person in writing at least five Business Days prior to the applicable Payment Date and entered on the Stripped Normal Units Register. All payments with respect to the Stripped Units shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Stripped Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.