Common use of Payment of Distribution; Rights to Distributions Preserved; Distribution Rate Reset; Notice Clause in Contracts

Payment of Distribution; Rights to Distributions Preserved; Distribution Rate Reset; Notice. A distribution on any Preferred Security, any Debenture or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Corporate PIES Certificate (or one or more Predecessor Corporate PIES Certificates) of which such Preferred Security, such Debenture or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, is a part is registered at the close of business on the Record Date for such Payment Date. Each Corporate PIES Certificate evidencing Preferred Securities or Debentures delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PIES Certificate shall carry the rights to distributions accrued and unpaid, and to accrue distributions, which were carried by the Preferred Securities or Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio underlying such other Corporate PIES Certificate. In the case of any Corporate PIES with respect to which Cash Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, distributions on the Preferred Securities, the Debentures or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PIES otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral Substitution, and such distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Corporate PIES Certificate (or one or more Predecessor Corporate PIES Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Corporate PIES with respect to which Cash Settlement or Early Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, distributions on the related Preferred Securities or Debentures or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable after the Purchase Contract Settlement Date or Early Settlement Date shall not be payable hereunder to the Holder of such Corporate PIES; provided, however, that to the extent that such Holder continues to hold the separated Preferred Securities or Debentures that formerly comprised a part of such Holder's Corporate PIES, such Holder shall be entitled to receive the distributions on such separated Preferred Securities or Debentures. The applicable Coupon Rate on the Debentures on and after the Purchase Contract Settlement Date shall be reset on the third Business Day immediately preceding the Purchase Contract Settlement Date equal to the Reset Rate (such Reset Rate to be in effect on and after the Purchase Contract Settlement Date). Not later than 15 calendar days nor more than 30 calendar days prior to the third Business Day immediately preceding the Purchase Contract Settlement Date, the Company shall request DTC (or any successor Clearing Agency), to notify the Beneficial Owners or Clearing Agency Participants holding Corporate PIES or Treasury PIES of the procedures to be followed by Holders of Corporate PIES who intend to effect the settlement of their obligations under the Purchase Contracts underlying such Corporate PIES with separate cash on or prior to the fifth Business Day prior to the Purchase Contract Settlement Date.

Payment of Distribution; Rights to Distributions Preserved; Distribution Rate Reset; Notice. A distribution on any Preferred Security, any Debenture Security or on the appropriate Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Corporate PIES Income PRIDES Certificate (or one or more Predecessor Corporate PIES Income PRIDES Certificates) of which such Preferred Security, such Debenture Security or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, is a part is registered at the close of business on the Record Date for such Payment Date. Each Corporate PIES Income PRIDES Certificate evidencing Preferred Securities or Debentures delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PIES Income PRIDES Certificate shall carry the rights to distributions accrued and unpaid, and to accrue distributions, which were carried by the Preferred Securities or Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio underlying such other Corporate PIES Income PRIDES Certificate. In the case of any Corporate PIES Income PRIDES with respect to which Cash Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an a Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, distributions on the Preferred Securities, the Debentures Securities or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PIES Income PRIDES otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral Substitution, and such distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Corporate PIES Income PRIDES Certificate (or one or more Predecessor Corporate PIES Income PRIDES Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Corporate PIES Income PRIDES with respect to which Cash Settlement or Early Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, distributions on the related Preferred Securities or Debentures or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable after the Purchase Contract Settlement Date or Early Settlement Date shall not be payable hereunder to the Holder of such Corporate PIESIncome PRIDES; provided, however, that to the extent that such Holder continues to hold the separated Preferred Securities or Debentures that formerly comprised a part of such Holder's Corporate PIESIncome PRIDES, such Holder shall be entitled to receive the distributions on such separated Preferred Securities or DebenturesSecurities. The applicable Coupon Rate on the Debentures Preferred Securities on and after the Purchase Contract Settlement Date shall will be reset on the third Business Day immediately preceding the Purchase Contract Settlement Date equal to the Reset Rate (such Reset Rate to be in effect on and after the Purchase purchase Contract Settlement Date). On the Reset Announcement Date the Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Reset Rate will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Preferred Securities Holders will be notified of such Reset Spread and Two-Year Benchmark Treasury by the Company. Such notice shall be sufficiently given to Holders of Preferred Securities if published in an Authorized Newspaper in The City of New York. Not later than 15 7 calendar days nor more than 30 15 calendar days prior to the third Business Day immediately preceding the Purchase Contract Settlement Reset Announcement Date, the Company shall request will notify the DTC or its nominee (or any successor Clearing Agency)Agency or its nominee) by first-class mail, postage prepaid, to notify the Beneficial Owners or Clearing Agency Participants holding Corporate PIES Income PRIDES or Treasury PIES Growth PRIDES, of such Reset Announcement Date and the procedures to be followed by such Holders of Corporate PIES Income PRIDES who intend to effect the settlement of settle their obligations obligation under the Purchase Contracts underlying such Corporate PIES Contract with separate cash on or prior to the fifth Business Day prior to the Purchase Contract Settlement Date.

Payment of Distribution; Rights to Distributions Preserved; Distribution Rate Reset; Notice. A distribution on any Preferred Security, any Debenture Security or on the appropriate Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Corporate PIES Income PRIDES Certificate (or one or more Predecessor Corporate PIES Income PRIDES Certificates) of which such Preferred Security, such Debenture Security or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, is a part is registered at the close of business on the Record Date for such Payment Date. Each Corporate PIES Income PRIDES Certificate evidencing Preferred Securities or Debentures delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PIES Income PRIDES Certificate shall carry the rights to distributions accrued and unpaid, and to accrue distributions, which were carried by the Preferred Securities or Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio underlying such other Corporate PIES Income PRIDES Certificate. In the case of any Corporate PIES Income PRIDES with respect to which Cash Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an a Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, distributions on the Preferred Securities, the Debentures Securities or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PIES Income PRIDES otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral Substitution, and such distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Corporate PIES Income PRIDES Certificate (or one or more Predecessor Corporate PIES Income PRIDES Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Corporate PIES Income PRIDES with respect to which Cash Settlement or Early Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, distributions on the related Preferred Securities or Debentures or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable after the Purchase Contract Settlement Date or Early Settlement Date shall not be payable hereunder to the Holder of such Corporate PIESIncome PRIDES; provided, however, that to the extent that such Holder continues to hold the separated Preferred Securities or Debentures that formerly comprised a part of such Holder's Corporate PIESIncome PRIDES, such Holder shall be entitled to receive the distributions on such separated Preferred Securities or DebenturesSecurities. The applicable Coupon Rate on the Debentures Preferred Securities on and after the Purchase Contract Settlement Date shall will be reset on the third Business Day immediately preceding the Purchase Contract Settlement Date equal to the Reset Rate (such Reset Rate to be in effect on and after the Purchase purchase Contract Settlement Date). On the Reset Announcement Date the Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Reset Rate will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Preferred Securities Holders will be notified of such Reset Spread and Two-Year Benchmark Treasury by the Company. Such notice shall be sufficiently given to Holders of Preferred Securities if published in an Authorized Newspaper in The City of New York. Not later than 15 10 calendar days nor more than 30 15 calendar days prior to the third Business Day immediately preceding the Purchase Contract Settlement Reset Announcement Date, the Company shall request will notify the DTC or its nominee (or any successor Clearing Agency)Agency or its nominee) by first- class mail, postage prepaid, to notify the Beneficial Owners or Clearing Agency Participants holding Corporate PIES Income PRIDES or Treasury PIES Growth PRIDES, of such Reset Announcement Date and the procedures to be followed by such Holders of Corporate PIES Income PRIDES who intend to effect the settlement of settle their obligations obligation under the Purchase Contracts underlying such Corporate PIES Contract with separate cash on or prior to the fifth Business Day prior to the Purchase Contract Settlement Date.

Payment of Distribution; Rights to Distributions Preserved; Distribution Rate Reset; Notice. A distribution on any Preferred Security, any Debenture Security or on the appropriate Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Corporate PIES Income PRIDES Certificate (or one or more Predecessor Corporate PIES Income PRIDES Certificates) of which such Preferred Security, such Debenture Security or the appropriate Applicable Ownership Owner ship Interest of the Treasury Portfolio, as the case may be, is a part is registered at the close of business on the Record Date for such Payment Date. Each Corporate PIES Income PRIDES Certificate evidencing Preferred Securities or Debentures delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PIES Income PRIDES Certificate shall carry the rights to distributions accrued and unpaid, and to accrue distributions, which were carried by the Preferred Securities or Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio underlying such other Corporate PIES Income PRIDES Certificate. In the case of any Corporate PIES Income PRIDES with respect to which Cash Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an a Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, distributions on the Preferred Securities, the Debentures Securities or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PIES Income PRIDES otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral Substitution, and such distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Corporate PIES Income PRIDES Certificate (or one or more Predecessor Corporate PIES Income PRIDES Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Corporate PIES Income PRIDES with respect to which Cash Settlement or Early Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, distributions on the related Preferred Securities or Debentures or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable after the Purchase Contract Settlement Date or Early Settlement Date shall not be payable hereunder to the Holder of such Corporate PIESIncome PRIDES; provided, however, that to the extent that such Holder continues to hold the separated Preferred Securities or Debentures that formerly comprised a part of such Holder's Corporate PIESIncome PRIDES, such Holder shall be entitled to receive the distributions on such separated Preferred Securities or DebenturesSecurities. The applicable Coupon Rate on the Debentures Preferred Securities on and after the Purchase Contract Settlement Date shall will be reset on the third Business Day immediately preceding the Purchase Contract Settlement Date equal to the Reset Rate (such Reset Rate to be in effect on and after the Purchase purchase Contract Settlement Date). On the Reset Announcement Date the Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Reset Rate will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Preferred Securities Holders will be notified of such Reset Spread and Two-Year Benchmark Treasury by the Company. Such notice shall be sufficiently given to Holders of Preferred Securities if published in an Authorized Newspaper in The City of New York. Not later than 15 7 calendar days nor more than 30 15 calendar days prior to the third Business Day immediately preceding the Purchase Contract Settlement Reset Announcement Date, the Company shall request will notify the DTC or its nominee (or any successor Clearing Agency)Agency or its nominee) by first-class mail, postage prepaid, to notify the Beneficial Owners or Clearing Agency Participants holding Corporate PIES Income PRIDES or Treasury PIES Growth PRIDES, of such Reset Announcement Date and the procedures to be followed by such Holders of Corporate PIES Income PRIDES who intend to effect the settlement of settle their obligations obliga tion under the Purchase Contracts underlying such Corporate PIES Contract with separate cash on or prior to the fifth Business Day prior to the Purchase Contract Settlement Date.

Payment of Distribution; Rights to Distributions Preserved; Distribution Rate Reset; Notice. A distribution on any Preferred Security, any Debenture or on the appropriate Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Corporate PIES Income PRIDES Certificate (or one or more Predecessor Corporate PIES Income PRIDES Certificates) of which such Preferred Security, such Debenture or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, is a part is registered at the close of business on the Record Date for such Payment Date. Each Corporate PIES Income PRIDES Certificate evidencing Preferred Securities or Debentures delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PIES Income PRIDES Certificate shall carry the rights to distributions accrued and unpaid, and distributions to accrue distributionsaccrue, which were or will be carried by the Preferred Securities or Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio underlying such other Corporate PIES Income PRIDES Certificate. In the case of any Corporate PIES Income PRIDES with respect to which Cash Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, distributions interest on the Preferred Securities, the Debentures or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PIES Income PRIDES otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral Substitution, and such distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Corporate PIES Income PRIDES Certificate (or one or more Predecessor Corporate PIES Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Corporate PIES Income PRIDES with respect to which Cash Settlement or Early Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, distributions on the related Preferred Securities or Debentures or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may 36 be, that would otherwise be payable after the Purchase Contract Settlement Date or Early Settlement Date shall not be payable hereunder to the Holder of such Corporate PIESIncome PRIDES; provided, however, that to the extent that such Holder continues to hold the separated Preferred Securities or Debentures that formerly comprised a part of such Holder's Corporate PIESIncome PRIDES, such Holder shall be entitled to receive the distributions on such separated Preferred Securities or Debentures. The applicable Coupon Rate on the Debentures on and after the Purchase Contract Settlement Date shall will be reset on the third Business Day immediately preceding the Purchase Contract Settlement Date equal to the Reset Rate (such Reset Rate to be in effect on and after the Purchase Contract Settlement Date). On the Reset Announcement Date the Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Reset Rate will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Debentures Holders will be notified of such Reset Spread and Two-Year Benchmark Treasury by the Company. Such notice shall be sufficiently given to Holders of Debentures if published in an Authorized Newspaper in The City of New York. Not later than 15 7 calendar days nor more than 30 15 calendar days prior to the third Business Day immediately preceding the Purchase Contract Settlement Reset Announcement Date, the Company shall request will notify the DTC or its nominee (or any successor Clearing Agency)Agency or its nominee) by first-class mail, postage prepaid, to notify the Beneficial Owners or Clearing Agency Participants holding Corporate PIES Income PRIDES or Treasury PIES Growth PRIDES, of such Reset Announcement Date and the procedures to be followed by such Holders of Corporate PIES Income PRIDES who intend to effect the settlement of settle their obligations obligation under the Purchase Contracts underlying such Corporate PIES Contract with separate cash on or prior to the fifth Business Day prior to the Purchase Contract Settlement Date.

Payment of Distribution; Rights to Distributions Preserved; Distribution Rate Reset; Notice. A distribution on any Preferred Security, any Debenture Senior Note or on the appropriate Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Corporate PIES Units Certificate (or one or more Predecessor Corporate PIES Units Certificates) of which such Preferred Security, such Debenture Senior Note or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, is a part is registered at the close of business on the Record Date for such Payment Date. Each Corporate PIES Units Certificate evidencing Preferred Securities Senior Notes (or Debentures the appropriate Applicable Ownership Interest in the Treasury Portfolio) delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PIES Units Certificate shall carry the rights to distributions accrued and unpaid, and distributions to accrue distributionsaccrue, which were or will be carried by the Preferred Securities Senior Notes (or Debentures or the appropriate such Applicable Ownership Interest of in the Treasury Portfolio Portfolio, as the case may be) underlying such other Corporate PIES Units Certificate. In the case of any Corporate PIES Units with respect to which Cash Settlement of the underlying Purchase Contract is effected on or prior to the fifth fourth Business Day immediately preceding the Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, or with respect to which Merger Early Settlement of the underlying Purchase Contract is effected on a Merger Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, distributions interest on the Preferred Securities, the Debentures Senior Notes or distributions on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PIES Units otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Merger Early Settlement or Collateral Substitution, and such distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Corporate PIES Units Certificate (or one or more Predecessor Corporate PIES Units Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Corporate PIES Units with respect to which (x) Cash Settlement of the underlying Purchase Contract is effected on the fourth Business Day immediately preceding the Purchase Contract Settlement Date or (y) Early Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract an Early Settlement Date or an (z) Merger Early Settlement of the underlying Purchase Contract is effected on a Merger Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, distributions on the related Preferred Securities or Debentures Senior Notes or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable after the Purchase Contract Settlement Date or Early Settlement Date or Collateral Substitution shall not be payable hereunder to the Holder of such Corporate PIESUnits; provided, however, that to the extent that such Holder continues to hold the separated Preferred Securities or Debentures Senior Notes that formerly comprised a part of such HolderXxxxxx's Corporate PIESUnits, such Holder shall be entitled to receive the distributions on such separated Preferred Securities or DebenturesSenior Notes. The applicable Coupon Rate on the Debentures Senior Notes on and after , 2005 alternatively will be reset on the Successful Initial Remarketing Date, Successful Second Remarketing Date or Successful Third Remarketing Date to the applicable Reset Rate (such Reset Rate to be in effect on and after , 2005, , 2005, or , 2005, respectively), except in the event of a Failed Third Remarketing. In the event of a Failed Third Remarketing, the applicable Coupon Rate on the Senior Notes outstanding on and after the Purchase Contract Settlement Date shall will be reset on the third Business Day immediately preceding the Purchase Contract Settlement Final Remarketing Date equal to the applicable Reset Rate (such Reset Rate to be in effect on and after the Purchase Contract Settlement Date)) and on the Reset Announcement Date, the Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Reset Rate will be announced by the Company, such announcement to be made by a customary method, as determined by the Company. On the Business Day immediately following the Reset Announcement Date, the holders of Senior Notes will be notified of such Reset Spread and Two-Year Benchmark Treasury by the Company. Such notice shall be sufficiently given to holders of Senior Notes if published in an Authorized Newspaper. Not later than 15 seven calendar days nor more than 30 15 calendar days prior to the third Business Day immediately preceding the Purchase Contract Settlement Initial Remarketing Date, the Second Remarketing Date, the Third Remarketing Date or the Reset Announcement Date, as applicable, the Company shall will request DTC or its nominee (or any successor Clearing Agency)Agency or its nominee) by first-class mail, postage prepaid, to notify the Beneficial Owners or Clearing Agency Participants holding Corporate PIES Units or Treasury PIES Units of such Initial Remarketing Date, the Second Remarketing Date, the Third Remarketing Date or the Reset Announcement Date, as applicable, and, in the case of a Final Remarketing, the procedures to be followed by Holders of Corporate PIES Units who intend to effect the settlement of settle their obligations obligation under the Purchase Contracts underlying such Corporate PIES Contract with separate cash on or prior to the fifth fourth Business Day prior to immediately preceding the Purchase Contract Settlement Date.

Payment of Distribution; Rights to Distributions Preserved; Distribution Rate Reset; Notice. A distribution on any Preferred Security, any Debenture Note or on the appropriate Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Corporate PIES Units Certificate (or one or more Predecessor Corporate PIES Units Certificates) of which such Preferred Security, such Debenture Note or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, is a part is registered at the close of business on the Record Date for such Payment Date. Each Corporate PIES Units Certificate evidencing Preferred Securities or Debentures Notes delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PIES Units Certificate shall carry the rights to distributions accrued and unpaid, and distributions to accrue distributionsaccrue, which were or will be carried by the Preferred Securities or Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio Notes underlying such other Corporate PIES Units Certificate. In the case of any Corporate PIES Units with respect to which Cash Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, or with respect to which Merger Early Settlement of the underlying Purchase Contract is effected on a Merger Early Settlement Date or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, distributions interest on the Preferred Securities, the Debentures Notes or distributions on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PIES Units otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Settlement, Early Settlement, Merger Early Settlement or Collateral Substitution, and such distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Corporate PIES Units Certificate (or one or more Predecessor Corporate PIES Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Corporate PIES Units with respect to which Cash Settlement, Early Settlement or Merger Early Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date or an Early Settlement Date or a Merger Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, distributions on the related Preferred Securities or Debentures Notes or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable after the Purchase Contract Settlement Date or Early Settlement Date shall not be payable hereunder to the Holder of such Corporate PIESUnits; providedPROVIDED, howeverHOWEVER, that to the extent that such Holder continues to hold the separated Preferred Securities or Debentures Notes that formerly comprised a part of such Holder's Corporate PIESUnits, such Holder shall be entitled to receive the distributions on such separated Preferred Securities or DebenturesNotes. The applicable Coupon Rate on the Debentures Notes on and after May 17, 2004 will be reset on the Initial Remarketing Date to the applicable Reset Rate (such Reset Rate to be in effect on and after May 17, 2004), except in the event of a Failed Initial Remarketing. In the event of a Failed Initial Remarketing, the applicable Coupon Rate on the Notes outstanding on and after the Purchase Contract Settlement Date shall will be reset on the third Business Day immediately preceding the Purchase Contract Settlement Secondary Remarketing Date equal to the applicable Reset Rate (such Reset Rate to be in effect on and after the Purchase Contract Settlement Date). On the applicable Reset Announcement Date the Reset Spread and the Three-Year Benchmark Treasury or Three and One-Quarter Benchmark Treasury, as applicable, to be used to determine the Reset Rate will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Note Holders will be notified of such Reset Spread and Three-Year Benchmark Treasury or Three and One-Quarter Benchmark Treasury, as applicable, by the Company. Such notice shall be sufficiently given to Holders of Notes if published in an Authorized Newspaper in The City of New York. Not later than 15 seven calendar days nor more than 30 15 calendar days prior to the third Business Day immediately preceding the Purchase Contract Settlement Reset Announcement Date, the Company shall request will notify the DTC or its nominee (or any successor Clearing Agency)Agency or its nominee) by first class mail, postage prepaid, to notify the Beneficial Owners or Clearing Agency Participants holding Corporate PIES Units or Treasury PIES Units of such Reset Announcement Date and, in the case of a Secondary Remarketing, the procedures to be followed by Holders of Corporate PIES Units who intend to effect the settlement of settle their obligations obligation under the Purchase Contracts underlying such Corporate PIES Contract with separate cash on or prior pursuant to the fifth Business Day prior to the Purchase Contract Settlement DateSection 5.04(a) hereof.

Payment of Distribution; Rights to Distributions Preserved; Distribution Rate Reset; Notice. A distribution on any Preferred Security, any Debenture Security or on the appropriate Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Corporate PIES Income Units Certificate (or one or more Predecessor Corporate PIES Income Units Certificates) of which such Preferred Security, such Debenture Security or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, is a part is registered at the close of business on the Record Date for such Payment Date. Each Corporate PIES Income Units Certificate evidencing Preferred Securities or Debentures delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PIES Income Units Certificate shall carry the rights to distributions accrued and unpaid, and to accrue distributions, which were carried by the Preferred Securities or Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio underlying such other Corporate PIES Income Units Certificate. In the case of any Corporate PIES Income Units with respect to which Cash Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, distributions on the Preferred Securities, the Debentures Securities or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PIES Income Units otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral Substitution, and such distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Corporate PIES Income Units Certificate (or one or more Predecessor Corporate PIES Income Units Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Corporate PIES Income Units with respect to which Cash Settlement or Early Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, distributions on the related Preferred Securities or Debentures or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable after the Purchase Contract Settlement Date or Early Settlement Date shall not be payable hereunder to the Holder of such Corporate PIESIncome Units; provided, however, that to the extent that such Holder continues to hold the separated Preferred Securities or Debentures that formerly comprised a part of such Holder's Corporate PIESIncome Units, such Holder shall be entitled to receive the distributions on such separated Preferred Securities or DebenturesSecurities. The applicable Coupon Rate on the Debentures Preferred Securities on and after the Purchase Contract Settlement Date shall be reset on the third Business Day immediately preceding the Purchase Contract Settlement Date equal to the Reset Rate (such Reset Rate to be in effect on and after the Purchase Contract Settlement Date). On the Reset Announcement Date the Company shall announce the Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Reset Rate. On the Business Day immediately following the Reset Announcement Date, the Preferred Securities Holders of the Reset Spread and Two-Year Benchmark Treasury by the Company. Such notice shall be sufficiently given to Holders of Preferred Securities if published in an Authorized Newspaper in The City of New York. Not later than 15 7 calendar days nor more than 30 15 calendar days prior to the third Business Day immediately preceding the Purchase Contract Settlement Reset Announcement Date, the Company shall request notify the DTC or its nominee (or any successor Clearing Agency)Agency or its nominee) by first-class mail, postage prepaid, to notify the Beneficial Owners or Clearing Agency Participants holding Corporate PIES Income Units or Treasury PIES Growth Units, of the Reset Announcement Date and the procedures to be followed by such Holders of Corporate PIES Income Units who intend to effect the settlement of settle their obligations under the Purchase Contracts underlying such Corporate PIES Income Units with separate cash on or prior to the fifth Business Day prior to the Purchase Contract Settlement Date.

Payment of Distribution; Rights to Distributions Preserved; Distribution Rate Reset; Notice. A distribution on any Trust Preferred Security, any Debenture Security or on the appropriate Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Corporate PIES Income PRIDES Certificate (or one or more Predecessor Corporate PIES Income PRIDES Certificates) of which such Trust Preferred Security, such Debenture Security or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, is a part is registered at the close of business on the Record Date for such Payment Date. Each Corporate PIES Income PRIDES Certificate evidencing Trust Preferred Securities or Debentures delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PIES Income PRIDES Certificate shall carry the rights to distributions accrued accumulated and unpaid, and to accrue accumulate distributions, which were carried by the Trust Preferred Securities or Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio underlying such other Corporate PIES Income PRIDES Certificate. In the case of any Corporate PIES Income PRIDES with respect to which Cash Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, distributions on the Trust Preferred Securities, the Debentures Securities or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PIES Income PRIDES otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral Substitution, and such distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Corporate PIES Income PRIDES Certificate (or one or more Predecessor Corporate PIES Income PRIDES Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Corporate PIES Income PRIDES with respect to which Cash Settlement or Early Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, distributions on the related Trust Preferred Securities or Debentures or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable after the Purchase Contract Settlement Date or Early Settlement Date shall not be payable hereunder to the Holder of such Corporate PIESIncome PRIDES; provided, however, that to the extent that such Holder continues to hold the separated Trust Preferred Securities or Debentures that formerly comprised a part of such Holder's Corporate PIESIncome PRIDES, such Holder shall be entitled to receive the distributions on such separated Trust Preferred Securities or DebenturesSecurities. The applicable Coupon Rate on the Debentures Trust Preferred Securities on and after the Purchase Contract Settlement Date shall will be reset on the third Business Day immediately preceding the Purchase Contract Settlement Date equal to the Reset Rate (such Reset Rate to be in effect on and after the Purchase Contract Settlement Date). On the Reset Announcement Date, the Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Reset Rate will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Trust Preferred Securities Holders will be notified of such Reset Spread and Two-Year Benchmark Treasury by the Company. Such notice shall be sufficiently given to Holders of Trust Preferred Securities if published in an Authorized Newspaper in The City of New York. Not later than 15 7 calendar days nor more than 30 15 calendar days prior to the third Business Day immediately preceding the Purchase Contract Settlement Reset Announcement Date, the Company shall request will notify DTC or its nominee (or any successor Clearing Agency)Agency or its nominee) by first-class mail, postage prepaid, to notify the Beneficial Owners or Clearing Agency Participants holding Corporate PIES Income PRIDES or Treasury PIES Growth PRIDES, of such Reset Announcement Date and the procedures to be followed by such Holders of Corporate PIES Income PRIDES who intend to effect the settlement of settle their obligations obligation under the Purchase Contracts underlying such Corporate PIES Contract with separate cash on or prior to the fifth Business Day prior to the Purchase Contract Settlement Date.

Payment of Distribution; Rights to Distributions Preserved; Distribution Rate Reset; Notice. A distribution on any Preferred Security, any Debenture Senior Note or on the appropriate Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Corporate PIES Units Certificate (or one or more Predecessor Corporate PIES Units Certificates) of which such Preferred Security, such Debenture Senior Note or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, is a part is registered at the close of business on the Record Date for such Payment Date. Each Corporate PIES Units Certificate evidencing Preferred Securities Senior Notes (or Debentures the appropriate Applicable Ownership Interest in the Treasury Portfolio) delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PIES Units Certificate shall carry the rights to distributions accrued and unpaid, and distributions to accrue distributionsaccrue, which were or will be carried by the Preferred Securities Senior Notes (or Debentures or the appropriate such Applicable Ownership Interest of in the Treasury Portfolio Portfolio, as the case may be) underlying such other Corporate PIES Units Certificate. In the case of any Corporate PIES Units with respect to which Cash Settlement of the underlying Purchase Contract is effected on or prior to the fifth fourth Business Day immediately preceding the Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, or with respect to which Merger Early Settlement of the underlying Purchase Contract is effected on a Merger Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, distributions interest on the Preferred Securities, the Debentures Senior Notes or distributions on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PIES Units otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Settlement, Early Settlement, Merger Early Settlement or Collateral Substitution, and such distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Corporate PIES Units Certificate (or one or more Predecessor Corporate PIES Units Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Corporate PIES Units with respect to which (x) Cash Settlement of the underlying Purchase Contract is effected on the fourth Business Day immediately preceding the Purchase Contract Settlement Date or (y) Early Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract an Early Settlement Date or an (z) Merger Early Settlement of the underlying Purchase Contract is effected on a Merger Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, distributions on the related Preferred Securities or Debentures Senior Notes or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable after the Purchase Contract Settlement Date or Date, Early Settlement Date, Merger Early Settlement Date or Collateral Substitution shall not be payable hereunder to the Holder of such Corporate PIESUnits; provided, however, that to the extent that such Holder continues to hold the separated Preferred Securities or Debentures Senior Notes that formerly comprised a part of such Holder's Corporate PIESUnits, such Holder shall be entitled to receive the distributions on such separated Preferred Securities or DebenturesSenior Notes. The applicable Coupon Rate on the Debentures Senior Notes outstanding on and after May 15, 2005 alternatively will be reset on the Initial Remarketing Date, Second Remarketing Date or Third Remarketing Date, as the case may be, in connection with any successful remarketing on any such date to the applicable Reset Rate (such Reset Rate to be in effect on and after February 15, 2005, March 15, 2005, or April 15, 2005, respectively). In the event of a Failed Third Remarketing, the Coupon Rate on the Senior Notes outstanding on and after the Purchase Contract Settlement Date shall will be reset on the third Business Day immediately preceding the Purchase Contract Settlement Final Remarketing Date equal to the applicable Reset Rate (such Reset Rate to be in effect on and after the Purchase Contract Settlement Date). Not later than 15 calendar days nor more than 30 calendar days prior to On the third Business Day immediately preceding following a Successful Initial Remarketing, a Successful Second Remarketing, a Successful Third Remarketing, or the Purchase Contract Settlement Final Remarketing Date, the Reset Rate will be announced by the Company shall request DTC (including, in the case of a Failed Final Remarketing, the Reset Spread and Two-Year Benchmark Treasury) in an Authorized Newspaper or any successor Clearing Agency), other customary method designed to notify the Beneficial Owners or Clearing Agency Participants holding Corporate PIES or Treasury PIES of the procedures to be followed by Holders of Corporate PIES who intend to effect the settlement of their obligations under the Purchase Contracts underlying such Corporate PIES with separate cash on or prior to the fifth Business Day prior to the Purchase Contract Settlement Dateensure public dissemination.

Payment of Distribution; Rights to Distributions Preserved; Distribution Rate Reset; Notice. A distribution on any Trust Preferred Security, any Debenture Security or on the appropriate Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Corporate PIES Income PRIDES Certificate (or one or more Predecessor Corporate PIES Income PRIDES Certificates) of which such Trust Preferred Security, such Debenture Security or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, is a part is registered at the close of business on the Record Date for such Payment Date. Each Corporate PIES Income PRIDES Certificate evidencing Trust Preferred Securities or Debentures delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PIES Income PRIDES Certificate shall carry the rights to distributions accrued and unpaid, and to accrue distributions, which were carried by the Trust Preferred Securities or Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio underlying such other Corporate PIES Income PRIDES Certificate. In the case of any Corporate PIES Income PRIDES with respect to which Cash Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, distributions on the Trust Preferred Securities, the Debentures Securities or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PIES Income PRIDES otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral Substitution, and such distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Corporate PIES Income PRIDES Certificate (or one or more Predecessor Corporate PIES Income PRIDES Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Corporate PIES Income PRIDES with respect to which Cash Settlement or Early Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, distributions on the related Preferred Securities or Debentures or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable after the Purchase Contract Settlement Date or Early Settlement Date shall not be payable hereunder to the Holder of such Corporate PIES; provided, however, that to the extent that such Holder continues to hold the separated Preferred Securities or Debentures that formerly comprised a part of such Holder's Corporate PIES, such Holder shall be entitled to receive the distributions on such separated Preferred Securities or Debentures. The applicable Coupon Rate on the Debentures on and after the Purchase Contract Settlement Date shall be reset on the third Business Day immediately preceding the Purchase Contract Settlement Date equal to the Reset Rate (such Reset Rate to be in effect on and after the Purchase Contract Settlement Date). Not later than 15 calendar days nor more than 30 calendar days prior to the third Business Day immediately preceding the Purchase Contract Settlement Date, the Company shall request DTC (or any successor Clearing Agency), to notify the Beneficial Owners or Clearing Agency Participants holding Corporate PIES or Treasury PIES of the procedures to be followed by Holders of Corporate PIES who intend to effect the settlement of their obligations under the Purchase Contracts underlying such Corporate PIES with separate cash on or prior to the fifth Business Day prior to the Purchase Contract Settlement Date.Purchase

Payment of Distribution; Rights to Distributions Preserved; Distribution Rate Reset; Notice. A distribution on any Preferred Security, any Debenture or on the appropriate Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Corporate PIES Income PRIDES Certificate (or one or more Predecessor Corporate PIES Income PRIDES Certificates) of which such Preferred Security, such Debenture or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, is a part is registered at the close of business on the Record Date for such Payment Date. Each Corporate PIES Income PRIDES Certificate evidencing Preferred Securities or Debentures delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PIES Income PRIDES Certificate shall carry the rights to distributions accrued and unpaid, and distributions to accrue distributionsaccrue, which were or will be carried by the Preferred Securities or Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio underlying such other Corporate PIES Income PRIDES Certificate. In the case of any Corporate PIES Income PRIDES with respect to which Cash Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, distributions interest on the Preferred Securities, the Debentures or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PIES Income PRIDES otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral Substitution, and such distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Corporate PIES Income PRIDES Certificate (or one or more Predecessor Corporate PIES Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Corporate PIES with respect to which Cash Settlement or Early Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, distributions on the related Preferred Securities or Debentures or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable after the Purchase Contract Settlement Date or Early Settlement Date shall not be payable hereunder to the Holder of such Corporate PIES; provided, however, that to the extent that such Holder continues to hold the separated Preferred Securities or Debentures that formerly comprised a part of such Holder's Corporate PIES, such Holder shall be entitled to receive the distributions on such separated Preferred Securities or Debentures. The applicable Coupon Rate on the Debentures on and after the Purchase Contract Settlement Date shall be reset on the third Business Day immediately preceding the Purchase Contract Settlement Date equal to the Reset Rate (such Reset Rate to be in effect on and after the Purchase Contract Settlement Date). Not later than 15 calendar days nor more than 30 calendar days prior to the third Business Day immediately preceding the Purchase Contract Settlement Date, the Company shall request DTC (or any successor Clearing Agency), to notify the Beneficial Owners or Clearing Agency Participants holding Corporate PIES or Treasury PIES of the procedures to be followed by Holders of Corporate PIES who intend to effect the settlement of their obligations under the Purchase Contracts underlying such Corporate PIES with separate cash on or prior to the fifth Business Day prior to the Purchase Contract Settlement Date.the

Payment of Distribution; Rights to Distributions Preserved; Distribution Rate Reset; Notice. A distribution on any Preferred Security, any Debenture Security or on the appropriate Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Corporate PIES Income PRIDES Certificate (or one or more Predecessor Corporate PIES Income PRIDES Certificates) of which such Preferred Security, such Debenture Security or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, is a part is registered at the close of business on the Record Date for such Payment Date. Each Corporate PIES Income PRIDES Certificate evidencing Preferred Securities or Debentures delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PIES Income PRIDES Certificate shall carry the rights to distributions accrued and unpaid, and to accrue distributions, which were carried by the Preferred Securities or Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio underlying such other Corporate PIES Income PRIDES Certificate. In the case of any Corporate PIES Income PRIDES with respect to which Cash Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an a Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, distributions on the Preferred Securities, the Debentures Securities or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PIES Income PRIDES otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral Substitution, and such distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Corporate PIES Income PRIDES Certificate (or one or more Predecessor Corporate PIES Income PRIDES Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Corporate PIES Income PRIDES with respect to which Cash Settlement or Early Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, distributions on the related Preferred Securities or Debentures or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable after the Purchase Contract Settlement Date or Early Settlement Date shall not be payable hereunder to the Holder of such Corporate PIESIncome PRIDES; provided, however, that to the extent that such Holder continues to hold the separated Preferred Securities or Debentures that formerly comprised a part of such Holder's Corporate PIESIncome PRIDES, such Holder shall be entitled to receive the distributions on such separated Preferred Securities or DebenturesSecurities. The applicable Coupon Rate on the Debentures Preferred Securities on and after the Purchase Contract Settlement Date shall will be reset on the third Business Day immediately preceding the Purchase Contract Settlement Date equal to the Reset Rate (such Reset Rate to be in effect on and after the Purchase purchase Contract Settlement Date). On the Reset Announcement Date the Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Reset Rate will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Preferred Securities Holders will be notified of such Reset Spread and Two-Year Benchmark Treasury by the Company. Such notice shall be sufficiently given to Holders of Preferred Securities if published in an Authorized Newspaper in The City of New York. Not later than 15 10 calendar days nor more than 30 15 calendar days prior to the third Business Day immediately preceding the Purchase Contract Settlement Reset Announcement Date, the Company shall request will notify the DTC or its nominee (or any successor Clearing Agency)Agency or its nominee) by first-class mail, postage prepaid, to notify the Beneficial Owners or Clearing Agency Participants holding Corporate PIES Income PRIDES or Treasury PIES Growth PRIDES, of such Reset Announcement Date and the procedures to be followed by such Holders of Corporate PIES Income PRIDES who intend to effect the settlement of settle their obligations obligation under the Purchase Contracts underlying such Corporate PIES Contract with separate cash on or prior to the fifth Business Day prior to the Purchase Contract Settlement Date.

Payment of Distribution; Rights to Distributions Preserved; Distribution Rate Reset; Notice. A distribution on any Preferred Security, any Debenture Capital Security or on the appropriate Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Corporate PIES Income PRIDES Certificate (or one or more Predecessor Corporate PIES Income PRIDES Certificates) of which such Preferred Security, such Debenture Capital Security or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, is a part is registered at the close of business on the Record Date for such Payment Date. Each Corporate PIES Income PRIDES Certificate evidencing Preferred Capital Securities or Debentures delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PIES Income PRIDES Certificate shall carry the rights to distributions accrued accumulated and unpaid, and to accrue accumulate distributions, which were carried by the Preferred Capital Securities or Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio underlying such other Corporate PIES Income PRIDES Certificate. In the case of any Corporate PIES Income PRIDES with respect to which Cash Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, distributions on the Preferred Securities, the Debentures Capital Securities or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PIES Income PRIDES otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral Substitution, and such distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Corporate PIES Income PRIDES Certificate (or one or more Predecessor Corporate PIES Income PRIDES Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Corporate PIES Income PRIDES with respect to which Cash Settlement or Early Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, distributions on the related Preferred Capital Securities or Debentures or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable after the Purchase Contract Settlement Date or Early Settlement Date shall not be payable hereunder to the Holder of such Corporate PIESIncome PRIDES; provided, however, that to the extent that such Holder continues to hold the separated Preferred Capital Securities or Debentures that formerly comprised a part of such Holder's Corporate PIESIncome PRIDES, such Holder shall be entitled to receive the distributions on such separated Preferred Securities or DebenturesCapital Securities. The applicable Coupon Rate on the Debentures Capital Securities on and after the Purchase Contract Settlement Date shall will be reset on the third Business Day immediately preceding the Purchase Contract Settlement Date equal to the Reset Rate (such Reset Rate to be in effect on and after the Purchase Contract Settlement Date). On the Reset Announcement Date the Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Reset Rate will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, the Capital Securities Holders will be notified of such Reset Spread and Two-Year Benchmark Treasury by the Company. Such notice shall be sufficiently given to Holders of Capital Securities if published in an Authorized Newspaper in The City of New York. Not later than 15 7 calendar days nor more than 30 15 calendar days prior to the third Business Day immediately preceding the Purchase Contract Settlement Reset Announcement Date, the Company shall request will notify DTC or its nominee (or any successor Clearing Agency)Agency or its nominee) by first-class mail, postage prepaid, to notify the Beneficial Owners or Clearing Agency Participants holding Corporate PIES Income PRIDES or Treasury PIES Growth PRIDES, of such Reset Announcement Date and the procedures to be followed by such Holders of Corporate PIES Income PRIDES who intend to effect the settlement of settle their obligations obligation under the Purchase Contracts underlying such Corporate PIES Contract with separate cash on or prior to the fifth Business Day prior to the Purchase Contract Settlement Date.

Payment of Distribution; Rights to Distributions Preserved; Distribution Rate Reset; Notice. A distribution on any Preferred Security, any Debenture Senior Note or on the appropriate Applicable Ownership Owner ship Interest of in the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Corporate PIES Units Certificate (or one or more Predecessor Corporate PIES Units Certificates) of which such Preferred Security, such Debenture Senior Note or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, is a part is registered at the close of business on the Record Date for such Payment Date. Each Corporate PIES Units Certificate evidencing Preferred Securities Senior Notes (or Debentures the appropriate Applicable Ownership Interest in the Treasury Portfolio) delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PIES Units Certificate shall carry the rights to distributions accrued and unpaid, and distributions to accrue distributionsaccrue, which were or will be carried by the Preferred Securities Senior Notes (or Debentures or the appropriate such Applicable Ownership Interest of in the Treasury Portfolio Portfolio, as the case may be) underlying such other Corporate PIES Units Certificate. In the case of any Corporate PIES Units with respect to which Cash Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, distributions interest on the Preferred Securities, the Debentures Senior Notes or distributions on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PIES Units otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral Substitution, and such distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Corporate PIES Units Certificate (or one or more Predecessor Corporate PIES Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Corporate PIES Units with respect to which Cash Settlement or Early Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date or on an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, distributions on the related Preferred Securities or Debentures Senior Notes or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable after the Purchase Contract Settlement Date or Early Settlement Date or Collateral Substitution shall not be payable hereunder to the Holder of such Corporate PIESUnits; provided, however, that to the extent that such Holder -------- ------- continues to hold the separated Preferred Securities or Debentures Senior Notes that formerly comprised a part of such Holder's Corporate PIESUnits, such Holder shall be entitled to receive the distributions on such separated Preferred Securities or DebenturesSenior Notes. The applicable Coupon Rate on the Debentures Senior Notes on and after _______, 2004 will be reset on the Initial Remarketing Date to the applicable Reset Rate (such Reset Rate to be in effect on and after _______________, 2004), except in the event of a Failed Initial Remarketing. In the event of a Failed Initial Remarketing, the applicable Coupon Rate on the Senior Notes outstanding on and after the Purchase Contract Settlement Date shall will be reset on the third Business Day immediately preceding the Purchase Contract Settlement Secondary Remarketing Date equal (unless there has been a Failed Secondary Remarketing) to the applicable Reset Rate (such Reset Rate to be in effect on and after the Purchase Contract Settlement Date). On the applicable Reset Announcement Date the Reset Spread and the Two-Year Benchmark Treasury or Two and One-Quarter Year Benchmark Treasury, as applicable, to be used to determine the Reset Rate will be announced by Duke Capital or the Company, such announcement to be made by a customary method, as determined by Duke Capital or the Company, as applicable. On the Business Day immediately following the Reset Announcement Date, the holders of Senior Notes will be notified of such Reset Spread and Two-Year Benchmark Treasury or Two and One-Quarter Benchmark Treasury, as applicable, by Duke Capital or the Company. Such notice shall be sufficiently given to holders of Senior Notes if published in an Authorized Newspaper in The City of New York. Not later than 15 7 calendar days nor more than 30 15 calendar days prior to the third Business Day immediately preceding the Purchase Contract Settlement Reset Announcement Date, the Company shall request or Duke Capital will notify DTC or its nominee (or any successor Clearing Agency)Agency or its nominee) by first-class mail, postage prepaid, to notify the Beneficial Owners or Clearing Agency Participants holding Corporate PIES Units or Treasury PIES Units of such Reset Announcement Date and, in the case of a Secondary Remarketing, the procedures to be followed by Holders of Corporate PIES Units who intend to effect the settlement of settle their obligations obligation under the Purchase Contracts underlying such Corporate PIES Contract with separate cash on or prior to the fifth Business Day prior to the Purchase Contract Settlement Date.

Payment of Distribution; Rights to Distributions Preserved; Distribution Rate Reset; Notice. A distribution on any Preferred Security, any Debenture Senior Note or on the appropriate Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Corporate PIES Units Certificate (or one or more Predecessor Corporate PIES Units Certificates) of which such Preferred Security, such Debenture Senior Note or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, is a part is registered at the close of business on the Record Date for such Payment Date. Each Corporate PIES Units Certificate evidencing Preferred Securities Senior Notes (or Debentures the appropriate Applicable Ownership Interest in the Treasury Portfolio) delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PIES Units Certificate shall carry the rights to distributions accrued and unpaid, and distributions to accrue distributionsaccrue, which were or will be carried by the Preferred Securities Senior Notes (or Debentures or the appropriate such Applicable Ownership Interest of in the Treasury Portfolio Portfolio, as the case may be) underlying such other Corporate PIES Units Certificate. In the case of any Corporate PIES Units with respect to which Cash Settlement of the underlying Purchase Contract is effected on or prior to the fifth fourth Business Day immediately preceding the Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, distributions interest on the Preferred Securities, the Debentures Senior Notes or distributions on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PIES Units otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral Substitution, and such distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Corporate PIES Units Certificate (or one or more Predecessor Corporate PIES Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Corporate PIES Units with respect to which (x) Cash Settlement of the underlying Purchase Contract is effected on the fourth Business Day immediately preceding the Purchase Contract Settlement Date or (y) Early Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, distributions on the related Preferred Securities or Debentures Senior Notes or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable after the Purchase Contract Settlement Date or Early Settlement Date or Collateral Substitution shall not be payable hereunder to the Holder of such Corporate PIESUnits; provided, however, that -------- ------- to the extent that such Holder continues to hold the separated Preferred Securities or Debentures Senior Notes that formerly comprised a part of such Holder's Corporate PIESUnits, such Holder shall be entitled to receive the distributions on such separated Preferred Securities or DebenturesSenior Notes. The applicable Coupon Rate on the Debentures Senior Notes on and after August 16, 2004 alternatively will be reset on the Successful Initial Remarketing Date, Successful Second Remarketing Date or Successful Third Remarketing Date to the applicable Reset Rate (such Reset Rate to be in effect on and after August 16, 2004, September 16, 2004, or October 16, 2004, respectively), except in the event of a Failed Third Remarketing. In the event of a Failed Third Remarketing, the applicable Coupon Rate on the Senior Notes outstanding on and after the Purchase Contract Settlement Date shall will be reset on the third Business Day immediately preceding the Purchase Contract Settlement Final Remarketing Date equal to the applicable Reset Rate (such Reset Rate to be in effect on and after the Purchase Contract Settlement Date). On the applicable Reset Announcement Date the Reset Spread and the Two-Year Benchmark Treasury, Two and One-Twelfth Year Benchmark Treasury, Two and One-Sixth Year Benchmark Treasury or Two and One-Quarter Year Benchmark Treasury, as applicable, to be used to determine the Reset Rate will be announced by Duke Capital or the Company, such announcement to be made by a customary method, as determined by Duke Capital or the Company, as applicable. On the Business Day immediately following the Reset Announcement Date, the holders of Senior Notes will be notified of such Reset Spread and Two-Year Benchmark Treasury, Two and One-Twelfth Year Benchmark Treasury, Two and One-Sixth Year Benchmark Treasury or Two and One-Quarter Benchmark Treasury, as applicable, by Duke Capital or the Company. Such notice shall be sufficiently given to holders of Senior Notes if published in an Authorized Newspaper. Not later than 15 7 calendar days nor more than 30 15 calendar days prior to the third Business Day immediately preceding the Purchase Contract Settlement Reset Announcement Date, the Company shall will request DTC or its nominee (or any successor Clearing Agency)Agency or its nominee) by first-class mail, postage prepaid, to notify the Beneficial Owners or Clearing Agency Participants holding Corporate PIES Units or Treasury PIES Units of such Reset Announcement Date and, in the case of a Final Remarketing, the procedures to be followed by Holders of Corporate PIES Units who intend to effect the settlement of settle their obligations obligation under the Purchase Contracts underlying such Corporate PIES Contract with separate cash on or prior to the fifth fourth Business Day prior to immediately preceding the Purchase Contract Settlement Date.

Payment of Distribution; Rights to Distributions Preserved; Distribution Rate Reset; Notice. A distribution on any Preferred Security, any Debenture Senior Note or on the appropriate Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, which is paid on any Payment Date shall, subject to receipt thereof by the Agent from the Collateral Agent as provided by the terms of the Pledge Agreement, be paid to the Person in whose name the Corporate PIES Units Certificate (or one or more Predecessor Corporate PIES Units Certificates) of which such Preferred Security, such Debenture Senior Note or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, is a part is registered at the close of business on the Record Date for such Payment Date. Each Corporate PIES Units Certificate evidencing Preferred Securities Senior Notes (or Debentures the appropriate Applicable Ownership Interest in the Treasury Portfolio) delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PIES Units Certificate shall carry the rights to distributions accrued and unpaid, and distributions to accrue distributionsaccrue, which were or will be carried by the Preferred Securities Senior Notes (or Debentures or the appropriate such Applicable Ownership Interest of in the Treasury Portfolio Portfolio, as the case may be) underlying such other Corporate PIES Units Certificate. In the case of any Corporate PIES Units with respect to which Cash Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date pursuant to prior notice, or with respect to which Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date, or with respect to which a Collateral Substitution is effected, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, distributions interest on the Preferred Securities, the Debentures Senior Notes or distributions on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PIES Units otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement or Early Settlement or Collateral Substitution, and such distributions shall, subject to receipt thereof by the Agent, be payable to the Person in whose name the Corporate PIES Units Certificate (or one or more Predecessor Corporate PIES Certificates) was registered at the close of business on the Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Corporate PIES Units with respect to which Cash Settlement or Early Settlement of the underlying Purchase Contract is effected on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date or on an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution has been effected, distributions on the related Preferred Securities or Debentures Senior Notes or on the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable after the Purchase Contract Settlement Date or Early Settlement Date or Collateral Substitution shall not be payable hereunder to the Holder of such Corporate PIESUnits; provided, however, that to the extent that such Holder continues to hold the separated Preferred Securities or Debentures Senior Notes that formerly comprised a part of such Holder's Corporate PIESUnits, such Holder shall be entitled to receive the distributions on such separated Preferred Securities or DebenturesSenior Notes. The applicable Coupon Rate on the Debentures Senior Notes on and after [ ] , 2004 will be reset on the Initial Remarketing Date to the applicable Reset Rate (such Reset Rate to be in effect on and after [ ] , 2004), except in the event of a Failed Initial Remarketing. In the event of a Failed Initial Remarketing, the applicable Coupon Rate on the Senior Notes outstanding on and after the Purchase Contract Settlement Date shall will be reset on the third Business Day immediately preceding the Purchase Contract Settlement Secondary Remarketing Date equal to the applicable Reset Rate (such Reset Rate to be in effect on and after the Purchase Contract Settlement Date). On the applicable Reset Announcement Date the Reset Spread and the Two-Year Benchmark Treasury or Two and One-Quarter Year Benchmark Treasury, as applicable, to be used to determine the Reset Rate will be announced by Duke Capital or the Company, such announcement to be made by a customary method, as determined by Duke Capital or the Company, as applicable. On the Business Day immediately following the Reset Announcement Date, the holders of Senior Notes will be notified of such Reset Spread and Two-Year Benchmark Treasury or Two and One-Quarter Benchmark Treasury, as applicable, by Duke Capital or the Company. Such notice shall be sufficiently given to holders of Senior Notes if published in an Authorized Newspaper. Not later than 15 7 calendar days nor more than 30 15 calendar days prior to the third Business Day immediately preceding the Purchase Contract Settlement Reset Announcement Date, the Company shall will request DTC or its nominee (or any successor Clearing Agency)Agency or its nominee) by first-class mail, postage prepaid, to notify the Beneficial Owners or Clearing Agency Participants holding Corporate PIES Units or Treasury PIES Units of such Reset Announcement Date and, in the case of a Secondary Remarketing, the procedures to be followed by Holders of Corporate PIES Units who intend to effect the settlement of settle their obligations obligation under the Purchase Contracts underlying such Corporate PIES Contract with separate cash on or prior to the fifth Business Day prior to immediately preceding the Purchase Contract Settlement Date.