Common use of SETTLEMENT INSTRUCTIONS Clause in Contracts

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ Signature Guarantee: -------------------- (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Certificate representing any Normal Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ Signature Guarantee: Signature Guarantee: --------------- -------------------- Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of Date Certificate Certificate or Increase Agent -------- ------------- ------------- ------------- ------------

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities, as applicable, deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Units Purchase Contracts evidenced by this Normal Units Certificate Purchase Contract be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities, as applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident incidental thereto, as provided in the Purchase Contract Agreement. Dated: Signature: ----------------------- ------------------------------ Signature Signature Guarantee: -------------------- (if assigned to another personPerson) If shares are to be registered REGISTERED HOLDER in the name of and delivered to (or cash is to be paid to) a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's ’s name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any * Include only if a Global Unit. ** Include only if not a Global Unit. ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Certificate Purchase Contract hereby irrevocably exercises the option to effect Early Settlement (which Early Settlement may, as applicable, be deemed to be in connection with a Fundamental Change pursuant to Section 4.07 of the Purchase Contract Agreement) in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate Purchase Contract as specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities, as applicable, deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Certificate Purchase Contract representing any Normal Units Purchase Contracts evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration If shares of Common Stock or the Pledged Applicable Ownership Interest in the Treasury Portfolioother securities, as the case may beapplicable, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto, as provided in the Purchase Contract Agreement. Dated: Signature: ----------------------------- ------------------------------ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- * Include only if a Global Unit. ** Include only if not a Global Unit. Number of Units Purchase Contracts evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's ’s name and address: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or * Include only if a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] Global Unit. ** Include only if not a Global Unit. SCHEDULE A* SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is [ ]. The following increases or decreases in this Global Certificate certificate have been made: Stated Amount Date Amount of increase in number of Purchase Contracts evidenced hereby Amount of decrease in number of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby following such decrease or increase Signature of authorized signatory of Purchase Contract Agent * Include only if a Global Purchase Contract. * Include only if a Global Unit. ** Include only if not a Global Unit. ATTACHMENT 4 CHANGE HEALTHCARE INC. 5.50% SENIOR AMORTIZING NOTES DUE 2022 CUSIP No.: 15912K 308 ISIN No.: US15912K3086 No. [ ] [Initial]* Number of Notes: [ ] CHANGE HEALTHCARE INC., a Delaware corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to [U.S. Bank N.A., as attorney-in-fact of holder(s) of the Global Decrease in Increase in Certificate Signature Units of Stated Amount Stated Amount Following Authorized which this Note forms a part]* [ ]**, or registered assigns (the “Holder”), the initial principal amount of $8.2378 for each of the Global number of Notes set forth above[, which number of Notes may from time to time be reduced or increased as set forth in Schedule A hereto, as appropriate, in accordance with the terms of the Indenture]*, in equal quarterly installments (except for the first such payment) (each such payment, an “Installment Payment”), constituting a payment of interest (at a rate of 5.50% per annum) and a partial repayment of principal, payable on each March 30, June 30, September 30 and December 30, commencing on September 30, 2019 (each such date, an “Installment Payment Date”, and the period from, and including, July 1, 2019 to, but excluding, the first Installment Payment Date and thereafter each quarterly period from, and including, the immediately preceding Installment Payment Date to, but excluding, the relevant Installment Payment Date, an “Installment Payment Period”) with the final Installment Payment due and payable on June 30, 2022, all as set forth on the reverse hereof and in the Indenture referred to on the reverse hereof. To the extent that payment of interest shall be legally enforceable, interest shall accrue and be payable on any overdue Installment Payments or principal at a rate of 5.50% per annum. Each Installment Payment for any Installment Payment Period shall be computed on the basis of a 360-day year of twelve 30-day months. If an Installment Payment is payable for any period shorter or longer than a full Installment Payment Period, such Installment Payment shall be computed on the basis of the actual number of days elapsed per 30-day month. Furthermore, if any date on which an Installment Payment is payable is not a Business Day, then payment of the Installment Payment on such date shall be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. Installment Payments shall be paid to the Person in whose name the Note is registered, with limited exceptions as provided in the Indenture, at the close of business on March 15, June 15, September 15 and December 15 immediately preceding the relevant Installment Payment Date, as applicable (each, a “Regular Record Date”). Installment Payments shall be payable (x) in the case of any Certificated Note, at the office or agency of the Company maintained for that * Include only if a Global Such Decrease Officer Unit. ** Include only if not a Global Unit. purpose in the Borough of Date Manhattan, The City of New York; provided, however, that payment of Installment Payments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or (y) in the case of any Global Note, by wire transfer in immediately available funds to the account of the Depositary or its nominee or otherwise in accordance with applicable procedures of the Depositary. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate Certificate of Authentication shall have been manually signed by or Increase Agent -------- ------------- ------------- ------------- ------------on behalf of the Trustee. * Include only if a Global Unit. ** Include only if not a Global Unit. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. * Include only if a Global Unit. ** Include only if not a Global Unit.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Corporate Units evidenced by this Normal Units Corporate Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ _______________________ _____________________________________ Signature Signature Guarantee: -------------------- ________________ (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of and REGISTERED HOLDER delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ------------------------------------- ---------------------------------- Name Name ------------------------------ ----------------------------------------- ------------------------------------- ---------------------------------- Address Address ------------------------------------- ---------------------------------- ------------------------------------- ---------------------------------- ------------------------------------- ---------------------------------- Social Security or other Taxpayer Identification __________________________________ Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Corporate Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Corporate Units evidenced by this Normal Units Corporate Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Corporate Unit Certificate representing any Normal Corporate Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Senior Notes deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ ___________________________ ________________________________ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- _____________________________________ Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate REGISTERED HOLDER Unit Certificates are to be REGISTERED HOLDER registered in the name of and delivered to to, and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Senior Notes are to be transferred to to, a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ------------------------------------- ---------------------------- Name Name ------------------------------ ----------------------------------------- ------------------------------------- ---------------------------- Address Address ------------------------------------- ---------------------------- ------------------------------------- ---------------------------- ------------------------------------- ---------------------------- Social Security or other Taxpayer Identification ____________________________ Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of Date Certificate Certificate or Increase Agent -------- ------------- ------------- ------------- ------------any

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Units Income PRIDES evidenced by this Normal Units Income PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ Signature Signature Guarantee: -------------------- (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of and delivered to REGISTERED HOLDER a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Income PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Income PRIDES evidenced by this Normal Units Income PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units Growth PRIDES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Income PRIDES Certificate representing any Normal Units Income PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration Preferred Securities or the Pledged appropriate Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Income REGISTERED HOLDER PRIDES Certificates are to be REGISTERED HOLDER registered regis- tered in the name of and delivered to and Pledged NotesPreferred Securities, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged NotesPreferred Securities, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of Date Certificate Certificate or Increase Agent -------- ------------- ------------- ------------- ------------:

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Treasury Units evidenced by this Normal Units Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ _______________________ _____________________________________ Signature Signature Guarantee: -------------------- _________________ (if assigned to another person) If shares are to be registered in the REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: ------------------------------------- ------------------------------ ----------------------------------------- Name Name ------------------------------------- ------------------------------ ----------------------------------------- Address Address ------------------------------------- ------------------------------ ------------------------------------- ------------------------------ ------------------------------------- ------------------------------ Social Security or other Taxpayer Identification ______________________________ Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Treasury Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Treasury Units evidenced by this Normal Units Treasury Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Treasury Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Treasury Unit Certificate representing any Normal Treasury Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ ___________________________ ________________________________ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- _____________________________________ Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Treasury REGISTERED HOLDER Unit Certificates are to be REGISTERED HOLDER registered in the name of and delivered to to, and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to to, a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: ------------------------------------- ------------------------------ ----------------------------------------- Name Name ------------------------------------- ------------------------------ ----------------------------------------- Address Address ------------------------------------- ------------------------------ ------------------------------------- ------------------------------ ------------------------------------- ------------------------------ Social Security or other Taxpayer Identification ______________________________ Number, if any Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Securities Transferable Upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of Date Certificate Certificate or Increase Agent -------- ------------- ------------- ------------- ------------_______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ ----------------- ------------------------------------- Signature Signature Guarantee: -------------------- ----------------- (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of REGISTERED HOLDER Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ---------------------------- ------------------------------------ Name Name ------------------------------ ----------------------------------------- ---------------------------- ------------------------------------ Address Address ---------------------------- ------------------------------------ ---------------------------- ------------------------------------ ---------------------------- ------------------------------------ Social Security or other Taxpayer Identification Number, if any ------------------------------------ ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Unit Certificate representing any Normal Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration Debt Securities or the Pledged appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ :__________________ _____________________________ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- :__________________ Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Normal REGISTERED HOLDER Unit Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Debt Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ---------------------------- ------------------------------------ Name Name ------------------------------ ----------------------------------------- ---------------------------- ------------------------------------ Address Address ---------------------------- ------------------------------------ ---------------------------- ------------------------------------ ---------------------------- ------------------------------------ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of Date Certificate Certificate or Increase Agent -------- ------------- ------------- ------------- ------------____________________________________

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _____________________________ Signature: ----------------------- ------------------------------ ______________________________ Signature Guarantee: -------------------- ____________________ (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of and REGISTERED HOLDER delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) Please print name and provide a guarantee of your signature: ------------------------------ ----------------------------------------- address of Registered Holder: ____________________________________________________ _____________________________________ Name Name ------------------------------ ----------------------------------------- _____________________________________________________ _______________________________________ Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Certificate representing any Normal Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Debentures or Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ Signature Guarantee: Signature Guarantee: --------------- -------------------- Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of Date Certificate Certificate or Increase Agent -------- ------------- ------------- ------------- ------------.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Stripped Units evidenced by this Normal Stripped Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _________________________ Signature: ----------------------- ------------------------------ ____________________________ Signature Guarantee: -------------------- __________________ (if assigned to another person) If shares are to be registered in REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Person other than the Holder, Registered please (i) print such Registered Person's Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- _________________________________ _______________________________________ Name Name ------------------------------ ----------------------------------------- _________________________________ _______________________________________ Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Stripped Units evidenced by this Normal Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Stripped Units Certificate representing any Normal Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares or certificates are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _________________________ Signature: ----------------------------- ------------------------------ ____________________________ Signature Guarantee: Signature Guarantee: --------------- -------------------- __________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or REGISTERED HOLDER Certificates are to be REGISTERED HOLDER registered Please print name and address of in the name of and delivered to Registered and Pledged NotesCapital Securities, Please print name and address of Holder: or Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- _________________________________ _______________________________________ Name Name ------------------------------ ----------------------------------------- _________________________________ _______________________________________ Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged NotesCapital Securities, or Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be, transferable upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Decrease Amount of Increase Stated Amount of the Signature of in Stated Amount of in Stated Amount of of Global Certificate Authorized Officer the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global Following Such of the Global Such Decrease Officer of Trustee or Units Date Certificate Certificate Decrease or Increase Custodian ---------------- ---------------------- ------------------- ---------------------- -------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT JPMorgan Chase Bank 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Institutional Trust Services Re: Equity Security Units of Prudential Financial, Inc. (the "Company"), and Prudential Financial Capital Trust I ---------------------------------------------------------------------- We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of ___, 2001 (the "Pledge Agreement"), among the Company, you, as Collateral Agent, Custodial Agent -------- ------------- ------------- ------------- ------------and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the "Holder") has elected to substitute [$ _______ aggregate principal amount of Treasury Securities (CUSIP No. _____)] [$_______ stated liquidation amount of Capital Securities or $_______ principal amount of Treasury Consideration, as the case may be,] in exchange for the related [Pledged Capital Securities or Pledged Treasury Consideration (CUSIP No. ____),] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Capital Securities or the appropriate Treasury Consideration, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Capital Securities or Pledged Treasury Consideration, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Capital Securities or Treasury Consideration, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date: _____________________________ JPMORGAN CHASE BANK By: _________________________________ Name: Title:

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Units Income PRIDES evidenced by this Normal Units Income PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ ------------------------- --------------------------- Signature Guarantee: -------------------- (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please print such Person's name and address: Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- ----------------------------- --------------------------- Name Name ------------------------------ ----------------------------------------- ----------------------------- --------------------------- Address Address ----------------------------- --------------------------- ----------------------------- --------------------------- ----------------------------- --------------------------- Social Security or other Taxpayer Identification Number, if any --------------------------- ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Income PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Income PRIDES evidenced by this Normal Units Income PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units Income PRIDES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Income PRIDES Certificate representing any Normal Units Income PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Preferred Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ --------------------------- Signature Guarantee: Signature Guarantee: --------------- -------------------- Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock REGISTERED HOLDER or Income PRIDES Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Preferred Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ----------------------------- --------------------------- Name Name ------------------------------ ----------------------------------------- ----------------------------- --------------------------- Address Address ----------------------------- --------------------------- ----------------------------- --------------------------- Social Security or other Taxpayer Identification Number, if any --------------------------- Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Preferred Securities Transferable Upon Early Settlement or a Termination Event: ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Principal Amount of Amount of Amount of Signature of decrease in increase in this Global authorized Principal Principal Certificate officer of Amount of Amount of following Trustee or the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of such decrease Securities Date Certificate Certificate or Increase increase Custodian -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT B THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the Company or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of The Depository Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. No. ____ Number of Growth PRIDES _____ Cusip No. ________ Form of Face of Growth PRIDES Certificate This Growth PRIDES Certificate certifies that __________ is the registered Holder of the number of Growth PRIDES set forth above. Each Growth PRIDES represents (i) a 1/20 undivided beneficial ownership interest in a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under 20 Purchase Contracts with Protective Life Corporation, a Delaware Corporation (the "Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities relating to each Growth PRIDES evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Growth PRIDES. Each Purchase Contract evidenced hereby obligates the Holder of this Growth PRIDES Certificate to purchase, and the Company, to sell, on , 2000 (the "Purchase Contract Settlement Date"), at a price equal to $50 (the "Stated Amount"), a number of shares of Common stock, par value $.50 per share ("Common Stock"), of the Company equal to the Settlement Rate unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event with respect to the Growth PRIDES of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby will be paid by application of the Proceeds from the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract evidenced hereby an amount (the "Contract Adjustment Payments") equal to ____% per annum of the Stated Amount (provided, that, if such percentage is 0%, then no Contract Adjustment payments will be payable by the Company), computed on the basis of the actual number of days elapsed in a year of 360 day year of twelve 30 day months, as the case may be, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Such Contract Adjustment Payments, if any, shall be payable to the Person in whose name this Growth PRIDES Certificate (or a Predecessor Growth PRIDES Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments, if any, will be payable at the office of the Agent -------- ------------- ------------- ------------- ------------in The City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Growth PRIDES Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Growth PRIDES Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose. B-3

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock Ordinary Shares deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _________ Signature: ----------------------- ------------------------------ ______________________________ Signature Guarantee: -------------------- :_____________________ (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of and REGISTERED HOLDER delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a Please print name guarantee of your signature: ------------------------------ ----------------------------------------- and address of Registered Holder: _____________________________________ __________________________________ Name Name ------------------------------ ----------------------------------------- _____________________________________ __________________________________ Address Address Social Security or other Taxpayer Identification Number, if any any: ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Certificate hereby irrevocably exercises the option option, subject to Section 5.9(g) of the Purchase Contract Agreement, to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount Purchase Price equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock Ordinary Shares deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Certificate representing any Normal Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Notes or Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares Ordinary Shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _________ Signature: ----------------------------- ------------------------------ ____________________________ Signature Guarantee: Signature Guarantee: --------------- -------------------- __________________________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock Ordinary Shares are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Notes or Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: _____________________________________ __________________________________ Name Name ------------------------------ ----------------------------------------- _____________________________________ __________________________________ Address Address Social Security or other Taxpayer Identification Number, if any any: _________________________________ Transfer instructions for Pledged Notes, Notes or Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount of the Global Amount of Amount of of the Global Decrease in Increase in Certificate Signature of Decrease in Stated Increase in Stated Following Such Authorized Officer Amount Stated Amount Following Authorized of the Global Amount of the Decrease of of Purchase Contract Date Global Such Decrease Officer of Date Certificate Global Certificate or Increase Agent -------- ------------- ------------- ------------- ---------------- ------------------ ------------------ ---------------- --------------------

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock [First] [Second] Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Units Growth PRIDES evidenced by this Normal Units Growth PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ ________________ ____________________________ Signature Signature Guarantee: -------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another person"STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER registered in the name of and delivered to a Person other than the Holder, please print such Person's name and address: Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- _____________________________ ______________________________ Name Name ------------------------------ ----------------------------------------- _____________________________ _______________________________ Address Address Social Security or other Taxpayer Identification Number, if any ______________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Growth PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Growth PRIDES evidenced by this Normal Units Growth PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Growth PRIDES Certificate representing any Normal Units Growth PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ ______________ _________________________ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- ___________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock REGISTERED HOLDER of Growth PRIDES Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: _________________________ ____________________________ Name Name ------------------------------ ----------------------------------------- _________________________ ____________________________ Address Address Social Security or other Taxpayer Identification Number, if any _________________________________ Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Securities Transferable Upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated ================================================================= Principal Amount of Signature Amount of Amount of this Global of autho- decrease in increase in Certificate rized Principal Principal following officer of Amount of Amount of such Trustee or the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of decrease or Securities Date Certificate Certificate increase Custodian _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ ================================================================= EXHIBIT C NOTICE TO SETTLE BY SEPARATE CASH Attention: Re: Securities of Texas Utilities Company (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Purchase Contract Agreement, dated as of ______ ___, 1998 among the Company, yourselves, as Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or Increase prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the [First] [Second] Purchase Contract Settlement Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contract on the [First] [Second] Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent -------- ------------- ------------- ------------- ------------of the undersigned Holders election to make such cash settlement with respect to the Purchase Contracts related to such Holder's [Income PRIDES] [Growth PRIDES]. Dated:____________ _______________________ Signature Signature Guarantee: ___________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: ____________________________ _____________________________ Name Social Security or other Taxpayer Identification Number if any Address ____________________________ ____________________________

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Units Type B Securities evidenced by this Normal Units Type B Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ ------------------- ----------------------------------- Signature Signature Guarantee: -------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another person"STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Holder, please print such Person's name and address: Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- ----------------------------- ----------------------------- Name Name ------------------------------ ----------------------------------------- ----------------------------- ----------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ----------------------------- ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Type B Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Type B Securities evidenced by this Normal Units Type B Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units Type B Securities with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Type B Certificate representing any Normal Units Type B Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ ---------------------- ------------------------- Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- ----------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock of REGISTERED HOLDER Type B Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: ------------------------------ ----------------------------------------- ------------------------------ Name Name ------------------------------ ----------------------------------------- ------------------------------ Address Address Social Security or other Taxpayer Identification Number, if any ------------------------------ Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Securities Transferable Upon Early Settlement or a Termination Event: ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount ================================================================= Amount of Amount of of the Global Decrease in Increase in Certificate Principal Amount Signature of Stated decrease in increase in of this Global authorized Principal Principal Certificate officer of Amount Stated Amount Following Authorized following such Trustee or of the Global of the Global Such Decrease Officer of decrease or Securities Date Certificate Certificate or Increase Agent -------- ------------- ------------- ------------- ------------increase Custodian ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ================================================================= EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT Attention:

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

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Variable-Share Stock Purchase Date of the Purchase Variable-Share Repurchase Contracts underlying the number of Normal Units Separate COVERS evidenced by this Normal Units Separate COVERS Certificate (after taking into account all Securities then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ --------------------------- --------------------------------- Signature Signature Guarantee: -------------------- ------------------------------------ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another person"STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: -------------------------------- -------------------------------------- Name Name ------------------------------ ----------------------------------------- -------------------------------- -------------------------------------- -------------------------------- -------------------------------------- -------------------------------- -------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Separate COVERS Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Variable-Share Repurchase Contracts underlying the number of Normal Units Separate COVERS evidenced by this Normal Units Separate COVERS Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Separate COVERS Certificate representing any Normal Units Separate COVERS evidenced hereby as to which Early Settlement of the related Purchase Variable-Share Repurchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ --------------------------- -------------------------------- Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- ------------------------------- Number of Units Separate COVERS evidenced hereby as to which Early Settlement of the related Purchase Variable-Share Repurchase Contracts is being elected: If shares of Common Stock or Separate COVERS Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notesto, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: -------------------------------- -------------------------------------- Name Name ------------------------------ ----------------------------------------- -------------------------------- -------------------------------------- -------------------------------- -------------------------------------- -------------------------------- -------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of ----------------------- --------------------- -------------------- --------------------- -------------------- DATE AMOUNT OF DECREASE AMOUNT OF INCREASE NUMBER OF SEPARATE SIGNATURE OF IN NUMBER OF IN NUMBER OF COVERS REPRESENTED AUTHORIZED OFFICER SEPARATE COVERS SEPARATE COVERS BY THE GLOBAL OF AGENT REPRESENTED BY THE REPRESENTED BY THE CERTIFICATE GLOBAL CERTIFICATE GLOBAL CERTIFICATE FOLLOWING SUCH DECREASE OR INCREASE ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- EXHIBIT D INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT Bank One, N.A., as Collateral Agent 153 West 51st Street New York, NY 10019 Attention: Corporate Trusx Xxxxxxxxxxxxxx Xxxxxxxx: (000) 000-1384 Re: SPACES, Separate PACES and Separate CXXXXX xx Xxxxx Street Corporation (the "Company") We hereby notify you in accordance with Section 4.1 of the Global Decrease Pledge Agreement, dated as of January 21, 2003, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [SPACES] [Separate PACES and Separate COVERS] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [_______shares of Common Stock][Fixed-Share Rights] in Increase exchange for the related [Pledged Fixed-Share Rights] [Pledged Common Stock] held by you in Certificate Signature accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [shares of Stated Amount Stated Amount Following Authorized Common Stock] [Fixed-Share Rights] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [shares of Common Stock] [Fixed-Share Rights], and upon the payment by such Holder of any applicable fees, to release the [Pledged Fixed-Share Rights] [Pledged Common Stock] related to such [SPACES] [Separate COVERS] to us in accordance with the Holder's instructions. Date: _____________________ BANK ONE TRUST COMPANY, N.A., as Purchase Contract Agent By: ----------------------------- Name: Title: Please print name and address of Registered Holder electing to substitute [shares of Common Stock] [Fixed-Share Rights] for the [Pledged Fixed-Share Rights] [Pledged Common Stock]: ------------------------------------ -------------------------------------- Name Name ------------------------------------ -------------------------------------- ------------------------------------ -------------------------------------- ------------------------------------ -------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any EXHIBIT E INSTRUCTION TO PURCHASE CONTRACT AGENT Bank One Trust Company, N.A., as Purchase Contract Agent 153 West 51st Street New York, NY 10019 Attention: Corporate Trusx Xxxxxxxxxxxxxx Xxxxxxxx: (000) 000-1384 Re: SPACES, Separate PACES and Separate CXXXXX xx Xxxxx Street Corporation (the "Company") The undersigned Holder hereby notifies you that it has delivered to Bank One, N.A. as Collateral Agent, Custodial Agent and Securities Intermediary (the "Collateral Agent") [_________ shares of Common Stock] [Fixed-Share Rights] in exchange for the related [Pledged Fixed-Share Rights] [Pledged Common Stock] held by the Collateral Agent, in accordance with Section 4.1 of the Global Pledge Agreement, dated as of January 21, 2003 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the Global Such Decrease Officer undersigned Holder the [Pledged Fixed-Share Rights] [Pledged Common Stock] related to such [SPACES] [Separate COVERS]. Date: By ---------------------------------- Name: Title: Signature Guarantee: Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of Date Certificate Certificate the Registrar, which requirements include membership or Increase participation in the Security Transfer Agent -------- ------------- ------------- ------------- ------------Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address EXHIBIT F FORMULA FOR FIXING VARIABLE-SHARE SETTLEMENT RATE Fixed Variable-Share Settlement Rate = (5.0505*L - 4.1061*U) ------------------- S L = P*N(A1) - X*N(A2) P = S*e(-D*T) X = 39.600*e(-R*T) A1 = [ln(P/X)-(V2)*T/2]/[V*[GRAPHIC REMOVED HERE]] A2 = A1-V*[GRAPHIC REMOVED HERE] U = P*N(B1) - Y*N(B2) Y = 48.7080*e(-R*T) B1 = [ln(P/Y)-(V2)*T/2]/[V*[GRAPHIC REMOVED HERE]] B2 = B1-V*[GRAPHIC REMOVED HERE] N(.) is the standard normal cumulative distribution function. S = The average of the Closing Price per share of Common Stock during the 20 consecutive Trading Days beginning on the third Trading Day following the date of the Company's initial notice to the Agent under Section 5.1(c) (the "20-Day Period").

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Corporate Units evidenced by this Normal Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ Signature Guarantee: -------------------- (if assigned to another person) Dated: REGISTERED HOLDER If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's ’s name and address and (ii) provide a guarantee of your signature. Please print name and address of Register Holder: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT The undersigned Holder of this Normal Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Normal Corporate Units evidenced by this Normal Corporate Units Certificate specified below. The option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Normal Corporate Units with an aggregate Stated Amount equal to $1,000 in multiples of 40 Corporate Units or an integral multiple thereof; provided that if Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Senior Notes as a component of the Corporate Units, Corporate Units Holders may only effect [Early Settlement] [Fundamental Change Early Settlement] in multiples of 2,000 Corporate Units (or such other number of Corporate Units as may be determined by the Remarketing Agent upon a Successful Remarketing if the Reset Effective Date is not a regular quarterly Payment Date). The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Corporate Units Certificate representing any Normal Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Senior Notes underlying Pledged Applicable Ownership Interest Interests in Senior Notes or Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ Signature Guarantee: Signature Guarantee: --------------- -------------------- Number of Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please (i) print such Person's ’s name and addressaddress and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of Register Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Senior Notes underlying Pledged Applicable Ownership Interest Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement or a Termination EventSettlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Corporate Units evidenced by this Global Certificate is [ ]. The following increases or decreases in this Global Certificate have been made: Stated Amount Date Amount of increase in number of Corporate Units evidenced by the Global Certificate Amount of decrease in number of Corporate Units evidenced by the Global Certificate Number of Corporate Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory of Purchase Contract Agent EXHIBIT B (FORM OF FACE OF TREASURY UNITS CERTIFICATE) [For inclusion in Global Certificate only — THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AND PLEDGE AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AND PLEDGE AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. CUSIP No. 000000000 ISIN No. US0528003074 Number of Treasury Units: AUTOLIV, INC. Treasury Units This Treasury Units Certificate certifies that is the registered Holder of the number of Treasury Units set forth above [For inclusion in Global Decrease Certificates only — or such other number of Treasury Units reflected in Increase the Schedule of Increases or Decreases in Global Certificate Signature attached hereto, which number shall not exceed [ ]]. Each Treasury Unit consists of Stated Amount Stated Amount Following Authorized (i) a 1/40 undivided beneficial ownership interest in a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Purchase Contract and Pledge Agreement, and (ii) the rights and obligations of the Global Holder under one Purchase Contract with the Company. All capitalized terms used herein that are defined in the Purchase Contract and Pledge Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Purchase Contract and Pledge Agreement, the Treasury Securities underlying each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Global Such Decrease Officer Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date, at a Purchase Price equal to the Stated Amount, a number of newly issued shares of Common Stock of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Fundamental Change Early Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract and Pledge Agreement. The Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations under such Purchase Contract of the Holder of the Treasury Units of which such Purchase Contract is a part. Each Purchase Contract evidenced hereby obligates the Holder to agree, for U.S. federal income tax purposes, to treat each beneficial owner of a Treasury Unit as the owner of the applicable interests in the Treasury Securities. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury Units Certificate Certificate shall not be entitled to any benefit under the Purchase Contract and Pledge Agreement or Increase Agent -------- ------------- ------------- ------------- ------------be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Treasury Units evidenced by this Normal Treasury Unit Certificate (after taking into account all Units Certificate then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ ______________________________________ ______________________________________________ Signature Signature Guarantee: -------------------- ____________________________ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another person“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT The undersigned Holder of this Normal Units Treasury Unit Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Treasury Units evidenced by this Normal Units Treasury Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] (after taking into account all Units of such Holder submitted by such Holder for [Early Settlement] [Fundamental Change Early Settlement]) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Treasury Unit Certificate representing any Normal Treasury Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, The Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such [Early Settlement Settlement][Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. In completing this form, you should cross out “[Early Settlement]” or “[Fundamental Change Early Settlement]”, as appropriate, if not applicable. Capitalized terms used herein but not defined shall have meaning set forth or incorporated by reference in the Purchase Contract Agreement. Dated: Signature: ----------------------------- ------------------------------ ______________________________________ ____________________________________________________ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- _______________________________________ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or other securities or Treasury Unit Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities transferable upon [Early Settlement or a Termination EventSettlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Treasury Units evidenced by this Global Certificate is ________. The following increases or decreases in this Global Certificate have been made: Stated Amount Date Amount of decrease in the number of Treasury Units evidenced by this Global Certificate Amount of increase in the number of the Treasury Units evidenced by this Global Decrease in Increase in Certificate Number of Treasury Units evidenced by this Global Certificate following such decrease or increase Signature of Stated Amount Stated Amount Following Authorized authorized officer of the Global of the Global Such Decrease Officer of Date Certificate Certificate or Increase Agent -------- ------------- ------------- ------------- ------------Purchase Contract Agent

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Corporate Units evidenced by this Normal Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ Signature Signature Guarantee: -------------------- (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Corporate Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Corporate Units evidenced by this Normal Corporate Units Certificate specified below. The option to effect Early Settlement or Merger Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Corporate Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Holders may early settle Corporate Units only in integral multiples of 100,000 Corporate Units. The undersigned Holder directs that a certificate for shares of Common Stock (or cash, securities or other property) deliverable upon such Early Settlement or Merger Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Corporate Units Certificate representing any Normal Corporate Units evidenced hereby as to which Early Settlement or Merger Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration Senior Notes or the Pledged appropriate Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement or Merger Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate Units Certificates are to be REGISTERED HOLDER registered in the name of and delivered to to, and Pledged Notes, Please print name and address of Pledged Treasury Consideration pledged Senior Notes or Registered Holder: Pledged the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to to, a Person other than the Holder, please (i) print such Person's name and addressaddress and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration pledged Senior Notes or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Upon Early Settlement, Merger Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE (For Corporate Units) The following increases or decreases in this Global Certificate have been made: Date Amount of decrease in Stated Amount Amount of Amount of of the Global Decrease Certificate Amount of increase in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global Certificate Stated Amount of the Global Certificate following such decrease or increase Signature of authorized officer of Purchase Contract Agent Exhibit B to Purchase Contract Agreement [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1 No. ________ CUSIP NO. 000000000 Number of Treasury Units _____ CENTURYTEL, INC. Treasury Units ($25 Stated Amount) This Treasury Units Certificate ("Treasury Units Certificate") certifies that CEDE & CO. is the registered Holder of the number of Treasury Units ("Treasury Units") set forth above [(or such other number as is set forth in the Schedule of Increases or Decreases in Global Certificate annexed hereto)]1. Each Treasury Unit represents (i) a 1/40, or 2.5%, undivided beneficial ownership interest in a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with CenturyTel, Inc., a Louisiana corporation (the "Company," which term, as used herein, includes its successors pursuant to the Purchase Contract Agreement). All capitalized terms used herein that are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Treasury Units. Subject to Section 3.1. of the Pledge Agreement, so long as the Purchase Contract Agent is the registered owner of the pledged Treasury Securities, it shall receive all payments thereon. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on May 15, 2005 (the "Purchase Contract Settlement Date"), at a price equal to $25 (the "Stated Amount"), a number of newly issued shares of Common Stock, $1.00 par value ("Common Stock"), of the Company equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Merger Early Settlement with respect to the Treasury Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the Proceeds from the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. Subject to Section 5.2 of the Purchase Contract Agreement, the Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby an amount (the "Contract Adjustment Payments") equal to 0.855% per annum of the Stated Amount, computed on the basis of a 360-day year of twelve 30 day months. Such Decrease Officer Contract Adjustment Payments, if any, shall be payable to the Person in whose name this Treasury Units Certificate (or a Predecessor Treasury Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments, if any, will be payable at the Corporate Trust Office of the Agent and at the New York Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Treasury Units Register or by wire transfer to the account designated by such Person by a written notice delivered at least 15 days prior to the applicable Payment Date. Reference is hereby made to the further provisions set forth on the following pages hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Treasury Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose. ___________________________ 1 To be inserted in Global Certificate only. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CENTURYTEL, INC. By: ___________________________________ Name: Title: By: ___________________________________ Name: Title: HOLDER SPECIFIED ABOVE (as to obligations of such Holder under the Purchase Contracts evidenced hereby) By: WACHOVIA BANK, NATIONAL ASSOCIATION, not individually but solely as attorney-in-fact of such Holder By: ___________________________________ Name: Title: AGENT'S CERTIFICATE OF AUTHENTICATION This is one of the Treasury Units Certificates referred to in the within-mentioned Purchase Contract Agreement. By: WACHOVIA BANK, NATIONAL ASSOCIATION, as Purchase Contract Agent By: ___________________________________ Name: Title: Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of May 1, 2002 (as may be supplemented, restated or Increase amended from time to time, the "Purchase Contract Agreement"), between the Company and Wachovia Bank, National Association, as Purchase Contract Agent -------- ------------- ------------- ------------- ------------(including its successors thereunder, herein called the "Agent"), to which the Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Agent, the Company and the Holders and of the terms upon which the Treasury Units Certificates are, and are to be, executed and delivered. In the case of any inconsistency between this Certificate and the terms of the Purchase Contract Agreement, the terms of the Purchase Contract Agreement shall prevail. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at the Purchase Price, a number of newly issued shares of Common Stock of the Company equal to the Settlement Rate, unless, on or prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event, an Early Settlement or a Merger Early Settlement with respect to the Security of which such Purchase Contract is a part. The "Settlement Rate" is equal to (a) if the Applicable Market Value (as defined below) is equal to or greater than $36.00 (the "Threshold Appreciation Price"), 0.6944 shares of Common Stock per Purchase Contract, (b) if the Applicable Market Value is less than the Threshold Appreciation Price but is greater than $28.60, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount divided by the Applicable Market Value and (c) if the Applicable Market Value is less than or equal to $28.60, 0.8741 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in the Purchase Contract Agreement. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby that is settled either through Early Settlement or Merger Early Settlement shall obligate the Holder of the related Treasury Units to purchase at the Purchase Price, and the Company to sell, a number of newly issued shares of Common Stock equal to the Early Settlement Rate or the applicable Settlement Rate provided for in the Purchase Contract Agreement, as applicable.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Units Income PRIDES evidenced by this Normal Units Income PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless 83 a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ -------------------------------- ------------------------------------ Signature Signature Guarantee: -------------------- (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ------------------------------------- ----------------------------------- Name Name ------------------------------ ----------------------------------------- ------------------------------------- ----------------------------------- Address Address ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- Social Security or other Taxpayer Identification Number, if any ---------------------------------- 84 ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Income PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Income PRIDES evidenced by this Normal Units Income PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units Growth PRIDES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Income PRIDES Certificate representing any Normal Units Income PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration Debentures or the Pledged appropriate Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ---------------------------- ------------------------------ Signature Guarantee: Signature Guarantee: --------------- -------------------- Guarantee (if assigned to another person): ----------------------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Income REGISTERED HOLDER PRIDES Certificates are to be REGISTERED HOLDER registered regis- 85 tered in the name of and delivered to and Pledged NotesDebentures, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please (i) print such Person's name and addressaddress and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ------------------------------------- ----------------------------------- Name Name ------------------------------ ----------------------------------------- ------------------------------------- ----------------------------------- Address Address ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- Social Security or other Taxpayer Identification Number, if any ---------------------------------- Transfer instructions Instructions for Pledged NotesDebentures, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] 86 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Signature of authorized officer of Purchase Contract Agent or Securities Custodian Amount of decrease in Stated Amount Amount of Amount of of the Global Decrease Certificate Amount of increase in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global Certificate Stated Amount of this Global Certificate Following such decrease or increase EXHIBIT B (Form of Face of Growth PRIDES Certificate) THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATEX XXXXXX, XXX XXXX, XXX XXXX) XX THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 87 No.__________ CUSIP NO. Number of Growth PRIDES __________ _________% Growth PRIDES This Growth PRIDES Certificate certifies that __________ is the registered Holder of the Global number of Growth PRIDES set forth above. Each Growth PRIDES represents (i) a 1/100 undivided beneficial ownership interest in a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with The Coastal Corporation, a Delaware corporation (the "Company," which term, as used herein, includes its successors pursuant to the Purchase Contract Agreement). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Growth PRIDES evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Growth PRIDES. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer of same day funds (i) in the case of any principal payments with respect to any Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Growth PRIDES to the accounts designated by them in writing for such purpose no later than 2:00 p.m. New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day), and (ii) in the case of the principal of any Pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Growth PRIDES of which such Pledged Treasury Securities are a part under the Purchase Contracts forming a part of such Growth PRIDES. Each Purchase Contract evidenced hereby obligates the Holder of this Growth PRIDES Certificate to purchase, and the Company, to sell, on o 16, 2002 (the "Purchase Contract Settlement Date"), at a price equal to $o (the "Stated Amount"), a number of shares of Common stock, $0.33 1/3 par value per share ("Common Stock"), of the Company equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Growth PRIDES of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse 88 hereof. The purchase price (the "Purchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the Proceeds from the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Growth PRIDES evidenced hereby an amount (the "Contract Adjustment Payments") equal to o % per annum of the Stated Amount, computed on the basis of a 360-day year of twelve 30 day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Such Decrease Officer Contract Adjustment Payments, if any, shall be payable to the Person in whose name this Growth PRIDES Certificate (or a Predecessor Growth PRIDES Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments, if any, will be payable at the Corporate Trust Office of the Agent and at the New York Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Growth PRIDES Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Growth PRIDES Certificate Certificate shall not be entitled to any benefit under the Pledge Agreement or Increase Agent -------- ------------- ------------- ------------- ------------the Purchase Contract Agreement or be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Forward Purchase Contracts underlying the number of Normal Units Upper DECS evidenced by this Normal Units Upper DECS Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________ Signature: ----------------------- ------------------------------ _________________________ Signature Guarantee: -------------------- _______________ (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of REGISTERED HOLDER and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name Please print name and address of and address and (ii) provide a guarantee of Registered Holder: your signature: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Upper DECS Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Normal Units Upper DECS evidenced by this Normal Units Upper DECS Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Normal Units Upper DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Upper DECS Certificate representing any Normal Units Upper DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ----------------------------- ------------------------------ ___________________________ Signature Guarantee: Signature Guarantee: --------------- -------------------- _________________ Number of Units DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Pledged Treasury Please print name and address of Pledged Treasury Consideration or Pledged Applicable Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination EventSettlement: [(TO BE ATTACHED TO GLOBAL CERTIFICATES] ) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of of the Global Certificate Amount of Decrease in Amount of Increase in Certificate Following Such Stated Amount of the Stated Amount of the Decrease or Signature of Stated Amount Stated Amount Following Authorized Date Global Certificate Global Certificate Increase Authorizing Officer EXHIBIT B FORM OF STRIPPED DECS CERTIFICATE [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY -- THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE FORWARD PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE FORWARD PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the Company or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of The Depository Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] (Form of Face of Stripped DECS Certificate) No. _________________ CUSIP No. ____________ Number of Stripped DECS ____________________ This Stripped DECS Certificate certifies that [For inclusion in Global Certificates only -- Cede & Co.] is the registered Holder of the number of Stripped DECS set forth above [For inclusion in Global Certificates only - or such other number of Stripped DECS reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto]. Each Stripped DECS represents (i) a undivided beneficial ownership interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Global Such Decrease Officer Holder under one Forward Purchase Contract with Solutia Inc., a Delaware corporation (the "Company"). All capitalized terms used herein which are defined in the Forward Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Security constituting part of each Stripped DECS evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Forward Purchase Contract comprising a part of such Stripped DECS. Each Forward Purchase Contract evidenced hereby obligates the Holder of this Stripped DECS Certificate to purchase, and the Company to sell, on (the "Stock Purchase Date"), at a price equal to $ (the "Stated Amount"), a number of shares of common stock, $0.01 par value per share ("Common Stock"), of the Company, equal to the Settlement Rate, unless on or prior to the Stock Purchase Date there shall have occurred a Termination Event or an Early Settlement, Merger Early Settlement or Cash Settlement with respect to the Stripped DECS of which such Forward Purchase Contract is a part, all as provided in the Forward Purchase Contract Agreement and more fully described on the reverse hereof. The Purchase Price (as defined herein) for the shares of Common Stock purchased pursuant to each Forward Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Pledged Treasury Securities pledged to secure the obligations under such Forward Purchase Contract in accordance with the terms of the Pledge Agreement. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Stripped DECS Certificate Certificate shall not be entitled to any benefit under the Pledge Agreement or Increase Agent -------- ------------- ------------- ------------- ------------the Forward Purchase Contract Agreement or be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Stripped Units evidenced by this Normal Stripped Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ :_______________________________ _________________________________ Signature Signature Guarantee: -------------------- :________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another person"STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name ------------------------------ ----------------------------------------- _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Stripped Units evidenced by this Normal Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Stripped Units Certificate representing any Normal Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ ______________________________ _____________________________________ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name ------------------------------ ----------------------------------------- _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of Date Certificate Certificate or Increase Agent -------- STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ___________________ Signature: ----------------------- ------------------------------ __________________________ Signature Guarantee: -------------------- Guarantee:----------------- (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such of Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- ------------------------------ Name Name ------------------------------ ----------------------------------------- ------------------------------ Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Certificate representing any Normal Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ ____________________ Signature:--------------------------- Signature Guarantee: Signature Guarantee: --------------- -------------------- ---------------- Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock are REGISTERED HOLDER to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address Pledged Notes, Pledged of Pledged Registered Holder: Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- ------------------------------ Name Name ------------------------------ ----------------------------------------- ------------------------------ Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement [or a Termination Event]: [(TO BE ATTACHED TO GLOBAL CERTIFICATES] ) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Stated Amount Amount of Decrease in Amount of of the Global Decrease in Stated Increase in Certificate Signature Amount of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer Signature of Date Certificate Certificate or Increase Agent -------- ------------- ------------- ------------- ------------Authorizing Officer EXHIBIT B FORM OF STRIPPED UNITS CERTIFICATE [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY -- THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the Company or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of The Depository Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] Form of Face of Stripped Units Certificate No. CUSIP No. ____________ Number of Stripped Units This Stripped Units Certificate certifies that [For inclusion in Global Certificates only -- Cede & Co.] is the registered Holder of the number of Stripped Units set forth above [For inclusion in Global Certificates only - or such other number of Stripped Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto]. Each Stripped Unit represents (i) a 1/10 undivided beneficial ownership interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Northrop Grumman Corporation, a Delaware corporation (the "Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Security constituting part of each Stripped Unit evidenced

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Final Settlement Date of the Purchase Contracts underlying the number of Normal Units Securities evidenced by this Normal Units Security Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersignedunder signed, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ Signature Guarantee: -------------------- (if assigned to another person) ------------------------- -------------------------------- If shares are to be registered REGISTERED HOLDER in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please print such Person's name and address: Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- --------------------------------- Name --------------------------------- Name ------------------------------ ----------------------------------------- --------------------------------- Address --------------------------------- Address --------------------------------- Social Security or other Taxpayer Identification Numberidentification number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Security Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Securities evidenced by this Normal Units Security Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units Securities with an aggregate Stated Amount equal to $1,000 ____________ or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name ofof ________________, and delivered, together with a check in payment for any fractional share and any Normal Units Security Certificate representing any Normal Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Notes deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- Signature ------------------------------ Signature Guarantee: Signature Guarantee: --------------- -------------------- --------------------------------- Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: ________________________. If shares of Common Stock are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person REGISTERED HOLDER other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: --------------------------------- Name --------------------------------- Name ------------------------------ ----------------------------------------- --------------------------------- Address --------------------------------- Address --------------------------------- Social Security or other Taxpayer Identification Numberidentification number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of Date Certificate Certificate or Increase Agent -------- ------------- ------------- ------------- ------------any

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock Subordinate Voting Shares or other securities, as applicable, deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Units Purchase Contracts evidenced by this Normal Units Certificate Purchase Contract be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares Subordinate Voting Shares or other securities, as applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident incidental thereto, as provided in the Purchase Contract Agreement. Dated: Signature: ----------------------- ------------------------------ Signature Signature Guarantee: -------------------- (if assigned to another personPerson) If shares are to be registered REGISTERED HOLDER in the name of and delivered to (or cash is to be paid to) a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's ’s name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any * Include only if a Global Unit. ** Include only if not a Global Unit. ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Certificate Purchase Contract hereby irrevocably exercises the option to effect Early Settlement (which Early Settlement may, as applicable, be deemed to be in connection with a Fundamental Change pursuant to Section 4.07 of the Purchase Contract Agreement) in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate Purchase Contract as specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock Subordinate Voting Shares or other securities, as applicable, deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Certificate Purchase Contract representing any Normal Units Purchase Contracts evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration If Subordinate Voting Shares or the Pledged Applicable Ownership Interest in the Treasury Portfolioother securities, as the case may beapplicable, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto, as provided in the Purchase Contract Agreement. Dated: Signature: ----------------------------- ------------------------------ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- * Include only if a Global Unit. ** Include only if not a Global Unit. Number of Units Purchase Contracts evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock Subordinate Voting Shares or Purchase Contracts are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's ’s name and address: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or * Include only if a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] Global Unit. ** Include only if not a Global Unit. SCHEDULE A* SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is [ ]. The following increases or decreases in this Global Certificate certificate have been made: Stated Amount Date Amount of increase in number of Purchase Contracts evidenced hereby Amount of decrease in number of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby following such decrease or increase Signature of authorized signatory of Purchase Contract Agent * Include only if a Global Purchase Contract. * Include only if a Global Unit. ** Include only if not a Global Unit. ATTACHMENT 4 GFL ENVIRONMENTAL INC. [·]% SENIOR AMORTIZING NOTES DUE 2023 CUSIP No.: [·] ISIN No.: [·] No. [ ] [Initial]* Number of Notes: [ ] GFL ENVIRONMENTAL INC., an Ontario, Canada corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to [U.S. Bank N.A., as attorney-in-fact of holder(s) of the Global Decrease in Increase in Certificate Signature Units of Stated Amount Stated Amount Following Authorized which this Note forms a part]* [ ]**, or registered assigns (the “Holder”), the initial principal amount of US$[·] for each of the Global number of Notes set forth above[, which number of Notes may from time to time be reduced or increased as set forth in Schedule A hereto, as appropriate, in accordance with the terms of the Indenture]*, in equal quarterly installments (except for the first such payment) (each such payment, an “Installment Payment”), constituting a payment of interest (at a rate of [·]% per annum) and a partial repayment of principal, payable on each [·], [·], [·] and [·], commencing on [·], 2020 (each such date, an “Installment Payment Date”, and the period from, and including, [·], 2020 to, but excluding, the first Installment Payment Date and thereafter each quarterly period from, and including, the immediately preceding Installment Payment Date to, but excluding, the relevant Installment Payment Date, an “Installment Payment Period”) with the final Installment Payment due and payable on [·], 2023, all as set forth on the reverse hereof and in the Indenture referred to on the reverse hereof. To the extent that payment of interest shall be legally enforceable, interest shall accrue and be payable on any overdue Installment Payments or principal at a rate of [·]% per annum. Each Installment Payment for any Installment Payment Period shall be computed on the basis of a 360-day year of twelve 30-day months. If an Installment Payment is payable for any period shorter or longer than a full Installment Payment Period, such Installment Payment shall be computed on the basis of the actual number of days elapsed per 30-day month. Furthermore, if any date on which an Installment Payment is payable is not a Business Day, then payment of the Installment Payment on such date shall be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. Installment Payments shall be paid to the Person in whose name the Note is registered, with limited exceptions as provided in the Indenture, at the close of business on [·], [·], [·] and [·] immediately preceding the relevant Installment Payment Date, as applicable (each, a “Regular Record Date”). Installment Payments shall be payable (x) in the case of any Certificated Note, at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of Installment Payments may be made at the option of the Company by check mailed to the registered Holder at such address as shall * Include only if a Global Such Decrease Officer Unit. ** Include only if not a Global Unit. appear in the Security Register or (y) in the case of Date any Global Note, by wire transfer in immediately available funds to the account of the Depositary or its nominee or otherwise in accordance with applicable procedures of the Depositary. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate Certificate of Authentication shall have been manually signed by or Increase Agent -------- ------------- ------------- ------------- ------------on behalf of the U.S. Trustee. * Include only if a Global Unit. ** Include only if not a Global Unit. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. * Include only if a Global Unit. ** Include only if not a Global Unit.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Stripped Units evidenced by this Normal Stripped Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ ------------------ ----------------------------------------- Signature Signature Guarantee: -------------------- --------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another person"STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: --------------------------- ----------------------------- Name Name ------------------------------ ----------------------------------------- --------------------------- ----------------------------- --------------------------- ----------------------------- --------------------------- ----------------------------- Address Address -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Stripped Units evidenced by this Normal Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Stripped Units Certificate representing any Normal Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ ------------------ ----------------------------------------- Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- ----------------------- Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: --------------------------- ----------------------------- Name Name ------------------------------ ----------------------------------------- --------------------------- ----------------------------- --------------------------- ----------------------------- --------------------------- ----------------------------- Address Address -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- DATE AMOUNT OF DECREASE AMOUNT OF INCREASE IN STATED AMOUNT OF THE SIGNATURE OF IN STATED STATED GLOBAL CERTIFICATE AUTHORIZED AMOUNT OF AMOUNT FOLLOWING OFFICER THE GLOBAL OF THE SUCH DECREASE OF CERTIFICATE GLOBAL CERTIFICATE OR INCREASE AGENT ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT BNY Trust Company of Amount Missouri, as Collateral Agent c/o The Bank of New York 101 Barclay Street New York, New York 10286 Xxxxxxxxx: Xxxxxxxxx Txxxx Xxxxxxxxxxxxxx Xxxxxxxx: (212) 896-7298 Re: Equity Security Units of Ameren Corporxxxxx (xxx "Xxmpany") ----------------------------------------------------------- We hereby notify you in accordance with Section 4.1 of the Global Decrease Pledge Agreement, dated as of March 1, 2002, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. 912803AD5)] [$_______ principal amount of Notes or the appropriate Trxxxxxx Xxnsideration or Applicable Ownership Interest in Increase the Treasury Portfolio, as the case may be,] in Certificate Signature exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. 912803AD5)] held by you in accordance with the Pledge Agreement and hxx xxxxxxred to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of Stated Amount Stated Amount Following Authorized such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the Global of [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Global Such Decrease Officer of Date Certificate Certificate or Increase Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date: _____________________ THE BANK OF NEW YORK, as Collateral Agent -------- ------------- ------------- ------------- ------------By: ------------------------------- Name: Title:

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

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ ------------------ ----------------------------------------- Signature Signature Guarantee: -------------------- --------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another person"STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: --------------------------- ----------------------------- Name Name ------------------------------ ----------------------------------------- --------------------------- ----------------------------- --------------------------- ----------------------------- --------------------------- ----------------------------- Address Address -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Certificate representing any Normal Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ ------------------ ----------------------------------------- Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- --------------------- Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Normal Units REGISTERED HOLDER Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: --------------------------- ----------------------------- Name Name ------------------------------ ----------------------------------------- --------------------------- ----------------------------- --------------------------- ----------------------------- --------------------------- ----------------------------- Address Address -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- DATE AMOUNT OF DECREASE AMOUNT OF INCREASE IN STATED AMOUNT OF THE SIGNATURE OF IN STATED STATED AMOUNT GLOBAL CERTIFICATE AUTHORIZED AMOUNT OF OF FOLLOWING OFFICER THE GLOBAL THE SUCH DECREASE OF CERTIFICATE GLOBAL CERTIFICATE OR INCREASE AGENT ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- EXHIBIT B FORM OF STRIPPED UNITS CERTIFICATE (Form of Global Certificate Legend) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the Company or its agent for regxxxxxxxxx xx xxxxxxxx, xxxxxxxx or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of The Depository Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] AMEREN CORPORATION (Form of Face of Stripped Units Certificate) ($25 Stated Amount Amount of Amount of of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of Date Certificate Certificate or Increase Agent -------- ------------- ------------- ------------- ------------Amount)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Corporate Units evidenced by this Normal Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. DatedDate: Signature: ----------------------- ------------------------------ Signature Signature Guarantee: -------------------- (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's ’s name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Normal Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Corporate Units evidenced by this Normal Corporate Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Corporate Units Certificate representing any Normal Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration Senior Notes or the Pledged appropriate Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- Number of Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate Units Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration Senior Notes or Registered Holder: Pledged the Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's ’s name and address: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration Senior Notes or the Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement Settlement] [Cash Merger Early Settlement] or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Date Amount of increase, in Number of Corporate Units evidenced by the Global Certificate Amount of decrease in Number of Corporate Units evidenced by the Global Certificate Number of Corporate Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory of Purchase Contract Agent EXHIBIT B (FORM OF FACE OF TREASURY UNIT CERTIFICATE) [For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO, AS THE NOMINEE OF THE DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.) CUSIP No. 013104 30 2 No. Number of Treasury Units: XXXXXXXXX’X, INC. 7.25% Treasury Units This Treasury Units Certificate certifies that Cede & Co. is the registered Holder of the number of Treasury Units set forth above [for inclusion in Global Decrease Certificates only - or such other number of Treasury Units reflected in Increase the Schedule of Increases or Decreases in the Global Certificate Signature attached hereto]. Each Treasury Unit consists of Stated Amount Stated Amount Following Authorized (i) a l/40th or 2.5%, undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Global Holder under one Purchase Contract with Xxxxxxxxx’x, Inc., a Delaware corporation (the “Company”). All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Global Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company, to sell, on May 16, 2007 (the “Purchase Contract Settlement Date”), at a price equal to $25 (the “Purchase Price”), a number of newly issued shares of common stock, par value $1.00 per share (“Common Stock”), of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Cash Merger Early Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the “Purchase Price”) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Treasury Units of which such Purchase Contract is a part. Each Purchase Contract evidenced hereby obligates the holder to agree, for United States federal, state and local income and franchise tax purposes, to (i) treat an acquisition of the Treasury Units as an acquisition of the Treasury Securities and Purchase Contracts constituting the Treasury Units and (ii) treat itself as owner of the applicable interest in the Collateral Account, including the Treasury Securities. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the “Contract Adjustment Payments”) equal to 3.50% per year of the Stated Amount. Such Decrease Officer Contract Adjustment Payments shall be payable to the Person in whose name this Treasury Units Certificate is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City. If the book-entry system for the Treasury Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury Units Certificate Certificate shall not be entitled to any benefit under the Pledge Agreement or Increase Agent -------- ------------- ------------- ------------- ------------the Purchase Contract Agreement or be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock [First] [Second] Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Units Growth PRIDES evidenced by this Normal Units Growth PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ ________________ ___________________________ Signature Signature Guarantee: -------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another person"STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Holder, please print such Person's name and address: Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- ___________________________ _____________________________ Name Name ------------------------------ ----------------------------------------- ___________________________ _____________________________ Address Address Social Security or other Taxpayer Identification Number, if any ________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Growth PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Growth PRIDES evidenced by this Normal Units Growth PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units Growth PRIDES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Growth PRIDES Certificate representing any Normal Units Growth PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ :__________________ ___________________________ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- _______________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock REGISTERED HOLDER of Growth PRIDES Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: _____________________________ ___________________________ Name Name ------------------------------ ----------------------------------------- ____________________________ ___________________________ Address Address Social Security or other Taxpayer Identification Number, if any _________________________ Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Securities Transferable Upon Early Settlement or a Termination Event: ----------------------------------------------------------- ----------------------------------------------------------- ----------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount ================================================================= PRINCIPAL AMOUNT OF SIGNATURE AMOUNT OF AMOUNT OF THIS GLOBAL OF AUTHO- DECREASE IN INCREASE IN CERTIFICATE RIZED PRINCIPAL PRINCIPAL FOLLOWING OFFICER OF AMOUNT OF AMOUNT OF SUCH TRUSTEE OR THE GLOBAL THE GLOBAL DECREASE OR SECURITIES DATE CERTIFICATE CERTIFICATE INCREASE CUSTODIAN ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ================================================================= EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT Attention: Re: Securities of Amount of Texas Utilities Company (the "Company") We hereby notify you in accordance with Section [4.1] [4.2] of the Global Decrease Pledge Agreement, dated as of _______ ___, 1998, among the Company, yourselves, as Collateral Agent, and ourselves, as Purchase Contract Agent and as attorney-in-fact for the holders of [Income PRIDES] [Growth PRIDES] from time to time, that the holder of securities listed below (the "Holder") has elected to substitute [$_____ aggregate [principal amount] of [3-Year Treasury Securities and] [4-Year Treasury Securities] [$_______ aggregate principal amount of [Series D Notes and] [Series E Notes] or the appropriate Applicable Ownership Interest in Increase the Treasury Portfolio, as the case may be,] in Certificate exchange for the [Pledged Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Income PRIDES] [Growth PRIDES] to us in accordance with the Holder's instructions. Date: _____________ By: ___________________________ Name: Title: Signature of Stated Amount Stated Amount Following Authorized Guarantee: _____________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Global Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Debt Securities or the Global Such Decrease Officer of Date Certificate Certificate appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] for the [Pledged Debt Securities or Increase Agent -------- ------------- ------------- ------------- ------------the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities]: _______________________ _______________________________ Name Social Security or other Taxpayer Identification Number, if any Address ___________________________ ___________________________ EXHIBIT D INSTRUCTION TO PURCHASE CONTRACT AGENT Attention:

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock [First] [Second] Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Units Income PRIDES evidenced by this Normal Units Income PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ ------------------ -------------------------------- Signature Signature Guarantee: -------------------- ------------- (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: -------------------------------- --------------------------- Name Name ------------------------------ ----------------------------------------- -------------------------------- --------------------------- Address Address -------------------------------- --------------------------- -------------------------------- --------------------------- -------------------------------- --------------------------- Social Security or other Taxpayer Identification Number, if any ------------------------------- ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Income PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Income PRIDES evidenced by this Normal Units Income PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Income PRIDES Certificate representing any Normal Units Income PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration Debt Securities or the Pledged appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ ---------------------- --------------------------- Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- -------------------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or REGISTERED HOLDER Income PRIDES Certificates are to be REGISTERED HOLDER registered in the name of and delivered to to, and Pledged NotesDebt Securities, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to to, a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder ------------------------------- ------------------------------ ----------------------------------------- Name Name ------------------------------- ------------------------------ ----------------------------------------- Address Address ------------------------------- ------------------------------ ------------------------------- ------------------------------ ------------------------------- ------------------------------ Social Security or other Taxpayer Identification Number, if any -------------------------------------- Transfer instructions Instructions for Pledged NotesDebt Securities, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: ----------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of Date Certificate Certificate or Increase Agent -------- ------------- ------------- ------------- ------------=============================================================== PRINCIPAL AMOUNT OF SIGNATURE AMOUNT OF AMOUNT OF THIS GLOBAL OF AUTHO- DECREASE IN INCREASE IN CERTIFICATE RIZED PRINCIPAL PRINCIPAL FOLLOWING OFFICER OF AMOUNT OF AMOUNT OF SUCH TRUSTEE OR THE GLOBAL THE GLOBAL DECREASE OR SECURITIES DATE CERTIFICATE CERTIFICATE INCREASE CUSTODIAN --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- =============================================================== EXHIBIT B FORM OF GROWTH PRIDES CERTIFICATE THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Stripped Units evidenced by this Normal Stripped Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ :_______________________ ------------------- Signature Guarantee: -------------------- :_____________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in REGISTERED HOLDER in the name of and delivered to a Person other than the Holder, please Please print name and address of Holder, please (i) print such Registered Holder: Person's name and Registered Holder: address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- ____________________________________ _______________________________________ Name Name ------------------------------ ----------------------------------------- ____________________________________ _______________________________________ Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Stripped Units evidenced by this Normal Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Stripped Units Certificate representing any Normal Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: __________________ Signature: ----------------------------- ------------------------------ _______________________________ Signature Guarantee: Signature Guarantee: --------------- -------------------- _____________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Treasury Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to Registered Holder: a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- ____________________________________ _______________________________________ Name Name ------------------------------ ----------------------------------------- ____________________________________ _______________________________________ Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may beSecurities, transferable upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of Date Certificate Certificate or Increase Agent -------- STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING SUCH AUTHORIZED OF THE GLOBAL OF THE GLOBAL DECREASE OR SIGNATORY OF DATE CERTIFICATE CERTIFICATE INCREASE AGENT ---------------- ------------- ------------- ------------- --------------------------- ------------ EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT U.S. Bank, N.A. 000 Xxxx Xxxxx Xxxxxx Xx. Xxxx, MN 55101 Attn: Corporate Trust Services/Xxxxx Xxxxxx [Addressee] Attention:

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Corporate Units evidenced by this Normal Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ ___________________ ______________________________ Signature Signature Guarantee: -------------------- _____________________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Corporate Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Corporate Units evidenced by this Normal Corporate Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Corporate Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Holders may early settle Corporate Units only in integral multiples of [ ] Corporate Units. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Corporate Units Certificate representing any Normal Corporate Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration Senior Notes or the Pledged appropriate Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ _________________________ __________________________________ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- ___________________________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate Units Certificates are to be REGISTERED HOLDER registered in the name of and delivered to to, and Pledged pledged Senior Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to to, a Person other than the Holder, please (i) print such Person's name and addressaddress and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged pledged Senior Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Date Amount of decrease in Stated Amount Amount of Amount of of the Global Decrease Certificate Amount of increase in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global Certificate Stated Amount of the Global Such Decrease Officer Certificate following such decrease or increase Signature of Date Certificate Certificate authorized officer of Purchase Contract Agent Exhibit C to Purchase Contract Agreement INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [NAME OF COLLATERAL AGENT] Attention: [ ] Re: Equity Units of CenturyTel, Inc. (the "Company") We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of [ ], 2002, (the "Pledge Agreement") among the Company, yourselves, as Collateral Agent, Custodial Agent and Securities Intermediary and ourselves, as Purchase Contract Agent and as attorney-in-fact for the holders of [Corporate Units] [Treasury Units] from time to time, that the holder of the Securities listed below (the "Holder") has elected to substitute [$______ aggregate principal amount of Treasury Securities] [$________ aggregate principal amount of Senior Notes or Increase the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] in exchange for an equal Value of [Pledged Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Corporate Units] [Treasury Units] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ______________________ By: ______________________________ Name: Title: Signature Guarantee: ________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent -------- ------------- ------------- ------------- ------------Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] for the [Pledged Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities]: Name Social Security or other Tax Payer Identification Number, if any Address INSTRUCTION TO PURCHASE CONTRACT AGENT [NAME OF PURCHASE CONTRACT AGENT] Attention: [ ] Re: Equity Units of CenturyTel, Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to [ ], as Collateral Agent, [$________ aggregate principal amount of Treasury Securities] [$ aggregate principal amount of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] in exchange for an equal Value of [Pledged Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1], [4.2] of the Pledge Agreement, dated [ ], 2002 (the "Pledge Agreement"), between you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio] [Pledged Treasury Securities] related to such [Corporate Units] [Treasury Units]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _________________________ _________________________________ Signature Signature Guarantee: _____________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Name Social Security or other Tax Payer Identification Number, if any Address Exhibit E to Purchase Contract Agreement NOTICE TO SETTLE BY SEPARATE CASH [NAME OF PURCHASE CONTRACT AGENT] Attention: [ ] Re: Equity Units of CenturyTel, Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Purchase Contract Agreement dated as of [ ], 2002 among the Company and yourselves, as Purchase Contract Agent and as attorney-in-fact for the Holders of the Purchase Contracts, that such Xxxxxx has elected to pay to the Collateral Agent, on or prior to 11:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $__________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contract on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders election to make such cash settlement with respect to the Purchase Contracts related to such Holder's Corporate Units. Date: _________________________ _________________________________ Signature Signature Guarantee: ____________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Name Social Security or other Tax Payer Identification Number, if any

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Units Type A Securities evidenced by this Normal Units Type A Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ ----------------------------- ---------------------------------------- Signature Signature Guarantee: -------------------- ------------------- (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name REGISTERED HOLDER of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ---------------------------------------- --------------------------------------- Name Name ------------------------------ ----------------------------------------- ---------------------------------------- --------------------------------------- ---------------------------------------- --------------------------------------- ---------------------------------------- --------------------------------------- Address Address -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Type A Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Type A Securities evidenced by this Normal Units Type A Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Type A Certificate representing any Normal Units Type A evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration Debt Securities or the Pledged appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ ---------------------------------------- Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- ------------------------------------------------------------ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Type A Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged NotesDebt Securities, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, REGISTERED HOLDER as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ---------------------------------------- --------------------------------------- Name Name ------------------------------ ----------------------------------------- ---------------------------------------- --------------------------------------- Address Address ---------------------------------------- --------------------------------------- ---------------------------------------- --------------------------------------- -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged NotesDebt Securities, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- DATE AMOUNT OF DECREASE IN AMOUNT OF INCREASE IN PRINCIPAL AMOUNT OF SIGNATURE OF AUTHORIZED PRINCIPAL AMOUNT OF THE PRINCIPAL AMOUNT OF THE THIS GLOBAL CERTIFICATE OFFICER OF TRUSTEE OR GLOBAL CERTIFICATE GLOBAL CERTIFICATE FOLLOWING SUCH DECREASE SECURITIES CUSTODIAN OR INCREASE ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- EXHIBIT B THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR REGXXXXXXXXX XX XXXXXXXX, XXXXXXXX OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST THEREIN. No. ______________ Number of Amount of Type B Securities ___________________ Cusip No. FORM OF FACE OF TYPE B CERTIFICATE This Type B Certificate certifies that __________ is the registered Holder of the Global Decrease in Increase in Certificate Signature number of Stated Amount Stated Amount Following Authorized Type B Securities set forth above. Each Type B Security represents (i) a [1/100] undivided beneficial ownership interest, of a Treasury Security having a principal amount at maturity equal to [$1,000], subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Global Holder under one Purchase Contract with TXU Corp., a Texas corporation (the "Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Type B Securities evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Global Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Type B Securities. Each Purchase Contract evidenced hereby obligates the Holder of this Type B Certificate to purchase, and the Company, to sell, on ____________ (the "Purchase Contract Settlement Date"), at a price equal to $____ (the "Stated Amount"), a number of shares of Common stock, no par value per share ("Common Stock"), of the Company equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Type B Securities of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby will be paid by application of the Proceeds from the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract evidenced hereby an amount (the "Contract Adjustment Payments") equal to __% per annum of the Stated Amount, computed on the basis of the actual number of days elapsed in a year of 360 day year of twelve 30 day months, as the case may be, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Such Decrease Officer Contract Adjustment Payments shall be payable to the Person in whose name this Type B Certificate (or a Predecessor Type B Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Agent in The City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Type B Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Type B Certificate Certificate shall not be entitled to any benefit under the Pledge Agreement or Increase Agent -------- ------------- ------------- ------------- ------------the Purchase Contract Agreement or be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Units Growth PRIDES evidenced by this Normal Units Growth PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ --------------------------- ---------------------------- Signature 98 ---------------------------- Signature Guarantee: -------------------- (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ------------------------------------- ----------------------------------- Name Name ------------------------------ ----------------------------------------- ------------------------------------- ----------------------------------- Address Address ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- Social Security or other Taxpayer Identification Number, if any ----------------------------------- ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Growth PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the 99 Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Growth PRIDES evidenced by this Normal Units Growth PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units Growth PRIDES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Growth PRIDES Certificate representing any Normal Units Growth PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar tax payable incident thereto. Dated: Signature: ------------------------------ ----------------------------- ------------------------------ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- ---------------------------------- (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Growth REGISTERED HOLDER PRIDES Certificates are to be REGISTERED HOLDER registered regis- tered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, please (i) print such Person's name and addressaddress and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: 100 ------------------------------------- ----------------------------------- Name Name ------------------------------ ----------------------------------------- ------------------------------------- ----------------------------------- Address Address ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- Social Security or other Taxpayer Identification Number, if any -------------------------------- Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Securities Transferable Upon Early Settlement or a Termination Event: ------------------------------------- ------------------------------------- ------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Signature of authorized officer of Purchase Contract Agent or Securities Custodian Amount of decrease in Stated Amount Amount of Amount of of the Global Decrease Certificate Amount of increase in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global Certificate Stated Amount of this Global Certificate Following such decrease or increase -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 102 EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT The Chase Manhattan Bank [Address] Attention: Corporate Trust Services Division Re: FELINE PRIDES of The Coastal Corporation (the "Company") We hereby notify you in accordance with Section [4.1] [4.2] of the Global Such Decrease Officer Pledge Agreement, dated as of Date Certificate Certificate , 1999, (the "Pledge Agreement") among the Company, your selves, as Collateral Agent, Custodial Agent and Securities Intermediary and ourselves, as Purchase Contract Agent and as attorney-in-fact for the holders of [Income PRIDES] [Growth PRIDES] from time to time, that the holder of the Securities listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities] [$_______ aggregate principal amount of Debentures or Increase the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] in exchange for an equal Value of [Pledged Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Income PRIDES] [Growth PRIDES] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: -------------------- --------------------------------------- By: --------------------------------------- Name: Title: Signature Guarantee: 103 ------------------- Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] for the [Pledged Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities]: --------------------------- ------------------------------------ Name Social Security or other Taxpayer Identification Number, if any --------------------------- Address --------------------------- --------------------------- EXHIBIT D INSTRUCTION TO PURCHASE CONTRACT AGENT The Bank of New York 101 Xxxxxxx Xxxxxx, Floor 12 East New York, NY 10286 Attention: Corporate Trust Administration Re: FELINE PRIDES of The Coastal Corporation (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, [$_______ aggregate principal amount of Treasury Securities] [$ aggregate principal amount of Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, the case may be,] in exchange for an equal Value of [Pledged Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1], [4.2] of the Pledge Agreement, dated o, 1999 (the "Pledge Agreement"), between you, the Company and the Collateral Agent. The under signed Holder has paid the Collateral Agent -------- ------------- ------------- ------------- ------------all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio] [Pledged Treasury Securities] related to such [Income PRIDES] [Growth PRIDES]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: ------------------------------ --------------------------------------- Signature Signature Guarantee: ------------------- Please print name and address of Registered Holder: --------------------------- ------------------------------------ Name Social Security or other Taxpayer Identification Number, if any --------------------------- Address --------------------------- --------------------------- 105 EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH The Bank of New York 101 Xxxxxxx Xxxxxx, Floor 12 East New York, NY 10286 Attention: Corporate Trust Administration Re: FELINE PRIDES of The Coastal Corporation (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Purchase Contract Agreement dated as of o, 1999 among the Company and yourselves, as Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contract on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders election to make such cash settlement with respect to the Purchase Contracts related to such Holder's [Income PRIDES] [Growth PRIDES]. Dated: ------------------------------ --------------------------------------- Signature Signature Guarantee: ------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: --------------------------- ------------------------------------ 106 Name Social Security or other Taxpayer Identification Number, if any --------------------------- Address --------------------------- --------------------------- 107 -------------------------------------------------------------------------------- FIRST SUPPLEMENT TO PURCHASE CONTRACT AGREEMENT DATED AS OF JANUARY 29, 2001 AMONG THE COASTAL CORPORATION, EL PASO ENERGY CORPORATION AND THE BANK OF NEW YORK, AS PURCHASE CONTRACT AGENT -------------------------------------------------------------------------------- 108 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Treasury Units evidenced by this Normal Units Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ ------------------------------------------------------------------------ Signature Signature Guarantee: -------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another person"STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of REGISTERED HOLDER and delivered to a Person other than the Holder, please print such Person's name and address: Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Treasury Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Treasury Units evidenced by this Normal Units Treasury Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Treasury Unit Certificate representing any Normal Treasury Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ ------------------------------------------------------------------------- Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- --------------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Treasury Unit REGISTERED HOLDER Certificates are to be REGISTERED HOLDER registered in the name of and delivered to to, and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to to, a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ________________________________________________ Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Securities Transferable Upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount -------------------------------------------------------------------------------------------------------------------- Date Amount of decrease Amount of increase Principal Amount of the Global Decrease in Increase in Certificate Signature of Stated in Principal Amount Stated in Principal Amount Following Authorized this Global authorized of the Global of the Global Such Decrease Officer Certificate officer of Date Certificate Certificate following such Trustee or Increase Securities decrease or increase Custodian -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- EXHIBIT C NOTICE TO SETTLE BY SEPARATE CASH Attention: Re: Securities of TXU Corp. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Purchase Contract Agreement, dated as of June 1, 2002 among the Company, yourselves, as Purchase Contract Agent -------- ------------- ------------- ------------- ------------and as Attorney-in-Fact for the Holders of the Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contract on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders election to make such cash settlement with respect to the Purchase Contracts related to such Holder's [Corporate Units] [Treasury Units]. Dated: ----------------------------------------------------------------------- Signature Signature Guarantee: ---------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: ________________________________________________________________________________ Name Social Security or other Taxpayer Identification Number, if any Address ______________________________ ______________________________

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of PCS Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Corporate Units evidenced by this Normal Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ ------------------ Signature -------------- Signature Guarantee: -------------------- ------------ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address REGISTERED HOLDER and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address -------------------------- REGISTERED HOLDER Social Security or other Taxpayer Identification Number, if any Please print name and address of Registered Holder: Name Address ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Corporate Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Corporate Units evidenced by this Normal Corporate Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Corporate Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; provided, however, that if a Tax Event Redemption or an earlier Successful Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Holders may early settle Corporate Units only in integral multiples of __________ Corporate Units. The undersigned Holder directs that a certificate for shares of PCS Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Corporate Units Certificate representing any Normal Corporate Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration Notes or the Pledged appropriate Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ :______________________________ _____________________________________ Signature Guarantee: Signature Guarantee: --------------- -------------------- Guarantee (if assigned to another person): Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of PCS Common Stock or Corporate Units Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please (i) print such Person's name and addressaddress and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Name Address Name ------------------------------ ----------------------------------------- Address REGISTERED HOLDER Please print name and address of Registered Holder: Name Address Social Security or other Taxpayer Identification Number, if any ___________ Transfer instructions Instructions for Pledged pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of of the Global Decrease in Increase in Certificate Signature of Stated Amount of this authorized signatory Amount of decrease in Amount of increase in Global Certificate of Purchase Contract Stated Amount Following Authorized of the Global Stated Amount of the following such Agent or Securities Date Global Certificate Global Certificate decrease or increase Custodian -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- EXHIBIT B (Form of Face of Treasury Units Certificate) THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No._______________ CUSIP NO. Number of Treasury Units ________________ ____ % Treasury Units This Treasury Units Certificate certifies that __________ is the registered Holder of the number of Treasury Units set forth above. Each Treasury Units represents (i) a 1/40, or 2.5%, undivided beneficial ownership interest in a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Sprint Corporation, a Kansas corporation (the "Company," which term, as used herein, includes its successors pursuant to the Purchase Contract Agreement). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Units evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Treasury Units. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer of same day funds (i) in the case of any principal payments with respect to any Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units to the accounts designated by them in writing for such purpose no later than 2:00 p.m. New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day), and (ii) in the case of the principal of any Pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Treasury Units of which such Pledged Treasury Securities are a part under the Purchase Contracts forming a part of such Treasury Units. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on August 17, 2004 (the "Purchase Contract Settlement Date"), at a price equal to $25.00 (the "Stated Amount"), a number of shares of PCS Common Stock, Series 1, $1.00 par value per share ("PCS Common Stock"), of the Company equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase Price") for the shares of PCS Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the Proceeds from the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby an amount (the "Contract Adjustment Payments") equal to ___% per year of the Stated Amount, computed on the basis of a 360-day year of 12 30 day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Such Decrease Officer Contract Adjustment Payments shall be payable to the Person in whose name this Treasury Units Certificate (or a Predecessor Treasury Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the Corporate Trust Office of the Agent and at the New York Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Corporate Units Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Treasury Units Certificate Certificate shall not be entitled to any benefit under the Pledge Agreement or Increase Agent -------- ------------- ------------- ------------- ------------the Purchase Contract Agreement or be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Treasury Units evidenced by this Normal Units Treasury Unit Certificate (after taking into account all Securities then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ ----------------------------------- ------------------------------------ Signature Signature Guarantee: -------------------- --------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another person"STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ------------------------------------- -------------------------------------- Name Name ------------------------------ ----------------------------------------- ------------------------------------- -------------------------------------- ------------------------------------- -------------------------------------- ------------------------------------- -------------------------------------- Address Address ------------------------------------- -------------------------------------- Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Treasury Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Treasury Units evidenced by this Normal Units Treasury Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Treasury Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Securities then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Treasury Unit Certificate representing any Normal Treasury Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ ----------------------------------- ------------------------------------ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- --------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Treasury Unit Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, please print such Person's name REGISTERED HOLDER and address: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ------------------------------------- -------------------------------------- Name Name ------------------------------ ----------------------------------------- ------------------------------------- -------------------------------------- Address Address ------------------------------------- -------------------------------------- ------------------------------------- -------------------------------------- -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged NotesDebentures, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount -------------------- ------------------ ------------------ ----------------- ------------------ PRINCIPAL AMOUNT OF AMOUNT OF AMOUNT OF THIS SIGNATURE OF DECREASE IN INCREASE IN GLOBAL AUTHORIZED PRINCIPAL AMOUNT PRINCIPAL AMOUNT CERTIFICATE OFFICER OF OF THE GLOBAL OF THE GLOBAL FOLLOWING SUCH TRUSTEE OR DATE CERTIFICATE CERTIFICATE DECREASE OR SECURITIES INCREASE CUSTODIAN -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ EXHIBIT C NOTICE TO SETTLE BY SEPARATE CASH The Bank of Amount New York 101 Barclay Street New York, New York 10286 Attention: Corporate Txxxx Xxxxxxxxxxxxxx Xxxxxxxx: (212) _______ Re: Securities of FPL Group, Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Global Decrease in Increase in Certificate Signature Purchase Contract Agreement, dated as of Stated Amount Stated Amount Following Authorized ___________, 200__ among the Company, yourselves, as Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Global Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, (in lawful money of the Global Such Decrease Officer United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Date Certificate Certificate or Increase Common Stock issuable to such Holder by the Company under the related Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent -------- ------------- ------------- ------------- ------------of the undersigned Holder's election to make such cash settlement with respect to the Purchase Contracts related to such Holder's [Corporate Units] [Treasury Units].

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Units Growth PRIDES evidenced by this Normal Units Growth PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ Signature: ----------------------- ------------------------------ _________________________ Signature Guarantee: -------------------- ____________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- REGISTERED HOLDER: Please print name and address of Registered Holder: _________________________ Name _________________________ Name ------------------------------ ----------------------------------------- _________________________ Address _________________________ Address Social Security or other Taxpayer Identification Number, if any any: _________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Growth PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Growth PRIDES evidenced by this Normal Units Growth PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Growth PRIDES Certificate representing any Normal Units Growth PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _________________________ Signature: ----------------------------- ------------------------------ _________________________ Signature Guarantee: Signature Guarantee: --------------- -------------------- ____________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. [continued on next page] Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Income PRIDES Certificates are to be REGISTERED HOLDER registered in the name of and delivered to to, and Pledged NotesDebt Securities, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to to, a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address REGISTERED HOLDER Please print name and address of Registered Holder: Name: _________________________ Name: _________________________ Address: _________________________ Address: _________________________ Social Security or other Taxpayer Identification Number, if any any: _________________________ Transfer instructions Instructions for Pledged NotesDebt Securities, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: [{TO BE ATTACHED TO GLOBAL CERTIFICATES] } SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Date Amount of decrease in Principal Amount of of the Global Decrease Certificate Amount of increase in Increase in Certificate Signature of Stated Principal Amount Stated Amount Following Authorized of the Global Certificate Principal Amount of this Global Certificate following such decrease or increase Signature of authorized officer of Trustee or Securities Custodian EXHIBIT C NOTICE TO SETTLE BY SEPARATE CASH BNY Midwest Trust Company 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Re: Securities of Great Plains Energy Incorporated (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Global Such Decrease Officer Purchase Contract Agreement, dated as of June 14, 2004 among the Company, yourselves, as Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date Certificate Certificate (in lawful money of the United States by (certified or Increase cashiers check or) wire transfer, in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contract on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent -------- ------------- ------------- ------------- ------------of the undersigned Holders election to make such cash settlement with respect to the Purchase Contracts related to such Holder's (Income PRIDES) (Growth PRIDES). Dated: _________________________ Signature: _________________________ Signature Guarantee: ___________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Name: _________________________ Address: _______________________ _______________________________ _______________________________ Social Security or other Taxpayer Identification Number, if any:

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Corporate Units evidenced by this Normal Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ Signature Guarantee: -------------------- (if assigned to another person) Dated: REGISTERED HOLDER If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's ’s name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Normal Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Cash Merger Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Normal Corporate Units evidenced by this Normal Corporate Units Certificate specified below. The option to effect [Early Settlement Settlement] [Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Normal Corporate Units with an aggregate Stated Amount equal to $1,000 in multiples of 40 Corporate Units or an integral multiple thereof; provided that if Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in the Subordinated Notes as a component of the Corporate Units, Corporate Units Holders may only effect [Early Settlement] [Cash Merger Early Settlement] in multiples of 128,000 Corporate Units. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Corporate Units Certificate representing any Normal Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Subordinated Notes underlying Pledged Applicable Ownership Interest Interests in Subordinated Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ __________ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- Number of Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate Units Certificates are to be REGISTERED HOLDER registered in the name of and delivered to to, and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Subordinated Notes underlying Pledged Applicable Ownership Interest Interests in Subordinated Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred transferred, to a Person other than the Holder, please print such Person's ’s name and address: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Subordinated Notes underlying Pledged Applicable Ownership Interest Interests in Subordinated Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement or a Termination EventSettlement] [Cash Merger Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Corporate Units evidenced by this Global Certificate is [ ]. The following increases or decreases in this Global Certificate have been made: Stated Amount Date Amount of increase in number of Corporate Units evidenced by the Global Certificate Amount of decrease in number of Corporate Units evidenced by the Global Certificate Number of Corporate Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory of Purchase Contract Agent EXHIBIT B (FORM OF FACE OF TREASURY UNIT CERTIFICATE) [For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AND PLEDGE AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AND PLEDGE AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. 1 CUSIP No. [ ] Number of Treasury Units: E*TRADE FINANCIAL CORPORATION Treasury Units This Treasury Units Certificate certifies that is the registered Holder of the number of Treasury Units set forth above [For inclusion in Global Decrease Certificates only - or such other number of Treasury Units reflected in Increase the Schedule of Increases or Decreases in Global Certificate Signature attached hereto, which number shall not exceed 18,000,000]. Each Treasury Unit consists of Stated Amount Stated Amount Following Authorized (i) a 1/40 undivided beneficial ownership interest in a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Purchase Contract and Pledge Agreement, and (ii) the rights and obligations of the Global Holder under one Purchase Contract with the Company. All capitalized terms used herein that are defined in the Purchase Contract and Pledge Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Purchase Contract and Pledge Agreement, the Treasury Securities underlying each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Global Such Decrease Officer Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date, at a Purchase Price equal to the Stated Amount, a number of newly issued shares of Common Stock of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Cash Merger Early Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract and Pledge Agreement. The Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations under such Purchase Contract of the Holder of the Treasury Units of which such Purchase Contract is a part. Each Purchase Contract evidenced hereby obligates the holder to agree, for U.S. federal income tax purposes, to treat each beneficial owner of a Treasury Unit as the owner of the applicable interests in the Treasury Securities. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury Units Certificate Certificate shall not be entitled to any benefit under Purchase Contract and Pledge Agreement or Increase Agent -------- ------------- ------------- ------------- ------------be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Corporate HiMEDS Units evidenced by this Normal Corporate HiMEDS Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ Signature Signature Guarantee: -------------------- (if assigned to another person) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's ’s name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Please print name and address of Registered Holder: Name Address DTC Participant #: ELECTION TO SETTLE EARLY/ MERGER EARLY SETTLEMENT The undersigned Holder of this Normal Corporate HiMEDS Units Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Merger Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Normal Corporate HiMEDS Units evidenced by this Normal Corporate HiMEDS Units Certificate specified below. The option to effect [Early Settlement Settlement] [Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Normal Corporate HiMEDS Units with an aggregate Stated Amount equal to $1,000 in multiples of 20 Corporate HiMEDS Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Corporate HiMEDS Units Certificate representing any Normal Corporate HiMEDS Units evidenced hereby as to which [Early Settlement Settlement] [Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Senior Notes deliverable upon such [Early Settlement Settlement] [Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ Signature Guarantee: Signature GuaranteeSignatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with Securities Exchange Act of 1934, as amended. DTC Participant No.: --------------- -------------------- Number of HiMEDS Units evidenced hereby as to which [Early Settlement Settlement] [Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate HiMEDS Units Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Senior Notes are to be transferred to a Person other than the Holder, please print such Person's ’s name and address: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any DTC Participant #: Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Senior Notes transferable upon [Early Settlement or a Termination EventSettlement] [Merger Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Corporate HiMEDS Units evidenced by this Global Certificate is [3,200,000]. The following increases or decreases in this Global Certificate have been made: Stated Amount Date Amount of increase in Number of Corporate Units evidenced by the Global Certificate Amount of decrease in Number of Corporate Unites evidenced by the Global Certificate Number of Corporate HiMEDS Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory of Purchase Contract Agent EXHIBIT B (FORM OF FACE OF TREASURY HiMEDS UNIT CERTIFICATE) [For inclusion in Global Certificate only—THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AND PLEDGE AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AND PLEDGE AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. CUSIP No. 06652B 889 Number of Treasury HiMEDS Units: BANKUNITED FINANCIAL CORPORATION Treasury HiMEDS Units This Treasury HiMEDS Units Certificate certifies that is the registered Holder of the number of Treasury HiMEDS Units set forth above [For inclusion in Global Decrease Certificates only—or such other number of Treasury HiMEDS Units reflected in Increase the Schedule of Increases or Decreases in Global Certificate Signature attached hereto]. Each Treasury HiMEDS Unit consists of Stated Amount Stated Amount Following Authorized (i) a 1/20, or 5.00%, undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Purchase Contract and Pledge Agreement, and (ii) the rights and obligations of the Global Holder under one Purchase Contract with BankUnited Financial Corporation, a Florida corporation (the “Company”). All capitalized terms used herein which are defined in the Purchase Contract and Pledge Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Purchase Contract and Pledge Agreement, the Treasury Securities constituting part of each Treasury HiMEDS Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Global Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury HiMEDS Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury HiMEDS Units Certificate to purchase, and the Company, to sell, on May 17, 2010 (the “Purchase Contract Settlement Date”), at a price equal to $50 (the “Stated Amount”), a number of newly issued shares of common stock, par value $0.01 per share (“Common Stock”), of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Merger Early Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract and Pledge Agreement and more fully described on the reverse hereof. The Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Treasury HiMEDS Units of which such Purchase Contract is a part. Each Purchase Contract evidenced hereby obligates the holder to agree, for tax purposes, to treat (1) each Treasury HiMEDS Unit as an investment unit consisting of Treasury Securities and a Purchase Contract, (2) the Senior Notes as indebtedness for tax purposes, and (3) the Holder as the owner of the applicable interests in the Collateral Account, including the Treasury Securities. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Treasury HiMEDS Unit evidenced hereby, an amount (the “Contract Adjustment Payments”) equal to 0.38% per year of the Stated Amount, computed on the basis of a 360-day year of twelve 30-day months. Such Decrease Officer Contract Adjustment Payments shall be payable to the Person in whose name this Treasury HiMEDS Units Certificate is registered at the close of business on the Record Date for such Payment Date. The Company may, at its option, defer such Contract Adjustment Payments, as described in the Purchase Contract and Pledge Agreement. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City. If the book-entry system for the Corporate HiMEDS Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury HiMEDS Units Certificate Certificate shall not be entitled to any benefit under the Purchase Contract and Pledge Agreement or Increase Agent -------- ------------- ------------- ------------- ------------be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for WGP Common Units, shares of Common APC Stock or other securities, as applicable, deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Units Purchase Contracts evidenced by this Normal Units Certificate Purchase Contract be registered in the name of, and delivered, together with and/or a check in payment for the cash deliverable upon settlement of such Purchase Contracts (including for any fractional shareWGP Common Unit or fractional share of APC Stock) be paid, to the undersigned at the address indicated below unless a different name and address have been indicated below. If WGP Common Units, shares of APC Stock or other securities, as applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental thereto, as provided in the Purchase Contract Agreement. Dated: Signature Signature Guarantee: (if assigned to another Person) If securities are to be registered in the name of and delivered to (or cash is to be paid to) a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement (which Early Settlement may, as applicable, be deemed to be in connection with a Fundamental Change pursuant to Section 4.07 of the Purchase Contract Agreement) in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced by this Purchase Contract as specified below. The undersigned Holder directs that a certificate for WGP Common Units, shares of APC Stock or other securities, as applicable, deliverable upon such Early Settlement be registered in the name of, and delivered, and/or a check in payment for the cash deliverable upon such Early Settlement (including for any fractional WGP Common Unit or fractional share of APC Stock) be paid, together with any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If WGP Common Units, shares of APC Stock or other securities, as applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto, as provided in the Purchase Contract Agreement. Dated: Signature: ----------------------- ------------------------------ Signature Signature Guarantee: -------------------- (if assigned Number of Purchase Contracts evidenced hereby as to another person) which Early Settlement is being elected: If WGP Common Units, shares of APC Stock or other securities are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY SCHEDULE A SCHEDULE OF INCREASES OR DECREASES IN THE NUMBER OF PURCHASE CONTRACTS EVIDENCED BY THIS PURCHASE CONTRACT The undersigned Holder initial number of Purchase Contracts evidenced by this Normal Units Certificate certificate is . The following increases or decreases in this certificate have been made: Date Amount of increase in number of Purchase Contracts evidenced hereby irrevocably exercises Amount of decrease in number of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby following such decrease or increase Signature of authorized signatory of Purchase Contract Agent ATTACHMENT 4 ANADARKO PETROLEUM CORPORATION 1.50% SENIOR AMORTIZING NOTES DUE 2018 No. Initial Number of Notes: ANADARKO PETROLEUM CORPORATION, a Delaware corporation (the option “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to effect Early Settlement pay to The Bank of New York Mellon Trust Company, N.A., as attorney-in-fact of holder(s) of the Notes evidenced hereby, or its registered assigns (the “Holder”), the initial principal amount of $10.9507 for each of the number of Notes set forth above, which number of Notes may from time to time be reduced or increased as set forth in Schedule A hereto, as appropriate, in accordance with the terms of the Purchase Contract Agreement Indenture, but which number of Notes, taken together with the number of all other Outstanding Notes, shall not exceed 8,000,000 Notes at any time (as increased by a number of Notes equal to the number of any additional Units purchased by the Underwriters pursuant to the exercise of their over-allotment option as set forth in the Underwriting Agreement), in equal quarterly installments (except for the first such payment) (each such payment, an “Installment Payment,” constituting a payment of interest at the rate per year of 1.50% and a partial repayment of principal) payable on each March 7, June 7, September 7 and December 7, commencing on September 7, 2015 (each such date, an “Installment Payment Date” and the period from, and including, June 10, 2015 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from, and including, an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), all as set forth on the reverse hereof, with the final Installment Payment due and payable on June 7, 2018. The Installment Payment on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an Installment Payment for any period shorter or longer than a full Installment Payment Period, such Installment Payment shall be computed on the basis of the number of days elapsed per 30-day month. In the event that any Installment Payment Date is not a Business Day, then payment of the Installment Payment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. Installment Payments shall be paid to the Person in whose name the Note is registered at the close of business on February 23, May 23, August 23 and November 23, as applicable (each, a “Regular Record Date”). Installment Payments on this Note will be made at the office or agency of the Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, against surrender of this Note in the case of the Installment Payment due on the Maturity Date; provided, however, that if this Note is not a Global Note, (i) Installment Payments, other than the final Installment Payment, will be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and the final Installment Payment will be made by check against surrender of this Note; (ii) all payments by check will be made in next-day funds (i.e., funds that become available on the day after the check is cashed); and (iii) notwithstanding clauses (i) and (ii) above, with respect to any payment of any amount due on this Note, if this Note has an initial principal amount of at least $1,000,000 and the Purchase Contracts underlying Holder hereof at the number time of Normal Units evidenced by this Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered surrender hereof or, in the name ofcase of any Installment Payment other than the final Installment Payment, and deliveredthe Holder thereof on the related Regular Record Date delivers a written request to the Paying Agent to make such Installment Payment by wire transfer at least five Business Days before the date such payment becomes due, together with appropriate wire transfer instructions specifying an account at a check bank in New York, New York, the Company shall make such payment by wire transfer of immediately available funds to such account at such bank in New York City, any such wire instructions, once properly given by a Holder as to this Note, remaining in effect as to such Holder and this Note unless and until new instructions are given in the manner described above; provided further, that notwithstanding anything in the foregoing to the contrary, if this Note is a Global Note, payment shall be made pursuant to the Applicable Procedures of the Depositary as permitted in the Indenture. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any fractional share and any Normal Units purpose until the Certificate representing any Normal Units evidenced hereby as to which Early Settlement of Authentication shall have been manually signed by or on behalf of the related Purchase Contracts Trustee. Reference is not effected, hereby made to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions further provisions of this Note set forth below. If shares are to be registered in on the name of a Person other than reverse hereof, which will for all purposes have the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ Signature Guarantee: Signature Guarantee: --------------- -------------------- Number of Units evidenced hereby same effect as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in set forth at this Global Certificate have been made: Stated Amount Amount of Amount of of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of Date Certificate Certificate or Increase Agent -------- ------------- ------------- ------------- ------------place.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Units Stripped DECS evidenced by this Normal Units Stripped DECS Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ----------------------- ------------------------------ Signature Guarantee: -------------------- (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of and REGISTERED HOLDER delivered to a Person other than the Holder, please Please print name and address of Registered Holder, please : (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- ---------------------------------- ---------------------------------- Name Name ------------------------------ ----------------------------------------- ---------------------------------- ---------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Stripped DECS Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Stripped DECS evidenced by this Normal Units Stripped DECS Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Stripped DECS Certificate representing any Normal Units Stripped DECS evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ----------------------------- ------------------------------ _____________________________ Signature Guarantee: Signature Guarantee: --------------- -------------------- ___________________ Number of Units Stripped DECS evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock are to be REGISTERED HOLDER registered in the REGISTERED HOLDER name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, Please print name and address of Registered Holder: please print such Person's name and address: ------------------------------ ----------------------------------------- ---------------------------------- ---------------------------------- Name Name ------------------------------ ----------------------------------------- ---------------------------------- ---------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities transferable upon Early Settlement or a Termination Event: [(TO BE ATTACHED TO GLOBAL CERTIFICATES] ) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of Decrease Amount of Increase the Global in Stated Amount in Stated Amount of Certificate of the Global Decrease in Increase in Certificate the Global Following Such Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of Authorizing Date Certificate Certificate Decrease or Increase Officer EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT Bank One Trust Company, N.A., as Collateral Agent -------- ------------- ------------- ------------- ------------1 Bank One Plaza Chicago, Illinois 60670 Re: Upper DECS of XXXXXX-XXXXXX XXX. (xxx "Xxxxxxx") ------------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of May 1, 2002 (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the holder of Upper DECS and Stripped DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest of the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Corporate Units evidenced by this Normal Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ Signature Guarantee: -------------------- (if assigned to another person) REGISTERED HOLDER If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's ’s name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Normal Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Cash Merger Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Normal Corporate Units evidenced by this Normal Corporate Units Certificate specified below. The option to effect [Early Settlement Settlement] [Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Normal Corporate Units with an aggregate Stated Amount equal to $1,000 in multiples of 20 Corporate Units or an integral multiple thereof; provided that if Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in the Senior Notes as a component of the Corporate Units, Corporate Units Holders may only effect [Early Settlement] [Cash Merger Early Settlement] in multiples of 5,000 Corporate Units. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Corporate Units Certificate representing any Normal Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Senior Notes underlying Pledged Applicable Ownership Interest Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- Number of Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate Units Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Senior Notes underlying Pledged Applicable Ownership Interest Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's ’s name and address: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Senior Notes underlying Pledged Applicable Ownership Interest Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement or a Termination EventSettlement] [Cash Merger Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Corporate Units evidenced by this Global Certificate is . The following increases or decreases in this Global Certificate have been made: Stated Amount Date Amount of increase in number of Corporate Units evidenced by the Global Certificate Amount of decrease in number of Corporate Units evidenced by the Global Certificate Number of Corporate Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory of Purchase Contract Agent EXHIBIT B (FORM OF FACE OF TREASURY UNITS CERTIFICATE) [For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AND PLEDGE AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AND PLEDGE AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Xx. 0 XXXXX Xx. 00000X 30 5 Number of Treasury Units: 0 XXXX Xx. XX00000XX0000 PNM RESOURCES, INC. Treasury Units This Treasury Units Certificate certifies that is the registered Holder of the number of Treasury Units set forth above [For inclusion in Global Decrease Certificates only - or such other number of Treasury Units reflected in Increase the Schedule of Increases or Decreases in Global Certificate Signature attached hereto]. Each Treasury Unit consists of Stated Amount Stated Amount Following Authorized (i) a 1/20 undivided beneficial ownership interest in a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Purchase Contract and Pledge Agreement, and (ii) the rights and obligations of the Global Holder under one Purchase Contract with the Company. All capitalized terms used herein that are defined in the Purchase Contract and Pledge Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Purchase Contract and Pledge Agreement, the Treasury Securities underlying each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the “Contract Adjustment Payments”) equal to 1.95% per year of the Stated Amount. Such Contract Adjustment Payments shall be payable to the Person in whose name this Treasury Units Certificate is registered at the close of business on the Record Date for such Payment Date. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date, at a Purchase Price equal to the Stated Amount, a number of newly issued shares of Common Stock of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Cash Merger Early Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract and Pledge Agreement. The Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations under such Purchase Contract of the Holder of the Treasury Units of which such Purchase Contract is a part. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City, except that Contract Adjustment Payments with respect to Global Such Decrease Officer Certificates will be made by wire transfer of Date immediately available funds to the Depositary. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by prior written notice to the Purchase Contract Agent, given at least ten calendar days prior to the Payment Date. Each Purchase Contract evidenced hereby obligates the holder to agree, for United States federal, state and local income and franchise tax purposes, to (i) treat its acquisition of the Treasury Units as an acquisition of the Treasury Security and Purchase Contracts constituting the Treasury Units and (ii) treat itself as the owner of the applicable interest in the Treasury Securities. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury Units Certificate Certificate shall not be entitled to any benefit under Purchase Contract and Pledge Agreement or Increase Agent -------- ------------- ------------- ------------- ------------be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Units Type A Securities evidenced by this Normal Units Type B Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ ----------------------------- ---------------------------------------- Signature Signature Guarantee: -------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another person"STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than REGISTERED HOLDER the Holder, please print such Person's name and address: Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- ---------------------------------------- --------------------------------------- Name Name ------------------------------ ----------------------------------------- ---------------------------------------- --------------------------------------- ---------------------------------------- --------------------------------------- ---------------------------------------- --------------------------------------- Address Address -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Type B Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Type B Securities evidenced by this Normal Units Type B Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units Type B Securities with an aggregate Stated Amount equal to [$1,000 1,000] or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Type B Certificate representing any Normal Units Type B Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ ---------------------------------------- Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- ----------------------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Type B Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged NotesDebt REGISTERED HOLDER Securities, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ---------------------------------------- --------------------------------------- Name Name ------------------------------ ----------------------------------------- ---------------------------------------- --------------------------------------- Address Address ---------------------------------------- --------------------------------------- ---------------------------------------- --------------------------------------- -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged NotesDebt Securities, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- DATE AMOUNT OF DECREASE IN AMOUNT OF INCREASE IN PRINCIPAL AMOUNT OF SIGNATURE OF AUTHORIZED PRINCIPAL AMOUNT OF THE PRINCIPAL AMOUNT OF THE THIS GLOBAL CERTIFICATE OFFICER OF TRUSTEE OR GLOBAL CERTIFICATE GLOBAL CERTIFICATE FOLLOWING SUCH DECREASE SECURITIES CUSTODIAN OR INCREASE ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT -------------------------- -------------------------- -------------------------- Attention: _______________ Re: Securities of Amount of TXU Corp. (the "Company") We hereby notify you in accordance with Section [4.1] [4.2] of the Global Decrease Pledge Agreement, dated as of __________, ___ among the Company, yourselves, as Collateral Agent, and ourselves, as Purchase Contract Agent and as attorney-in-fact for the holders of [Type A Securities] [Type B Securities] from time to time, that the holder of securities listed below (the "Holder") has elected to substitute [$_____ aggregate [principal amount] of Treasury Securities] [$_______ aggregate principal amount of Debt Securities or the appropriate Applicable Ownership Interest in Increase the Treasury Portfolio, as the case may be,] in Certificate exchange for the [Pledged Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Type A Securities] [Type B Securities] to us in accordance with the Holder's instructions. Date: By: -------------------------- ------------------------------ Name: Title: Signature of Stated Amount Stated Amount Following Authorized Guarantee: Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Global Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] for the [Pledged Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer ------------------------------ Identification Number, if any Address ---------------------------- ----------------------------------- ----------------------------------- ----------------------------------- EXHIBIT D INSTRUCTION TO PURCHASE CONTRACT AGENT Attention:________________ Re: Securities of TXU Corp. (the "Company") The undersigned Holder hereby notifies you that it has delivered to ____________, as Collateral Agent, $_______ aggregate principal amount of [Treasury Securities] [Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the [Pledged Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1][4.2] of the Global Such Decrease Officer Pledge Agreement, dated _______ ___, _____________, between you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of Date Certificate Certificate the undersigned Holder the [Pledged Debt Securities or Increase the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] related to such [Type A Securities] [Type B Securities]. Date: By: -------------------------- ------------------------------ Name: Title: Signature Guarantee: Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent -------- ------------- ------------- ------------- ------------Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Name: Social Security or other Taxpayer ------------------------------ Identification Number, if any Address ---------------------------- ----------------------------------- ----------------------------------- ----------------------------------- EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH Attention:____________________ Re: Securities of TXU Corp. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Purchase Contract Agreement, dated as of ______ ___, _____________ among the Company, yourselves, as Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contract on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders election to make such cash settlement with respect to the Purchase Contracts related to such Holder's [Type A Securities] [Type B Securities]. Date: By: -------------------------- ------------------------------ Name: Title: Signature Guarantee: Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Name: Social Security or other Taxpayer ------------------------------ Identification Number, if any Address ---------------------------- ----------------------------------- ----------------------------------- -----------------------------------

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Treasury Units evidenced by this Normal Treasury Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ Signature Guarantee: -------------------- (if assigned to another person) REGISTERED HOLDER If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's ’s name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Normal Treasury Units Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Cash Merger Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Normal Treasury Units evidenced by this Normal Treasury Units Certificate specified below. The option to effect [Early Settlement Settlement] [Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Normal Treasury Units with an aggregate Stated Amount equal to $1,000 in multiples of 40 Treasury Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Treasury Units Certificate representing any Normal Treasury Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- Number of Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please (i) print such Person's ’s name and addressaddress and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities transferable upon [Early Settlement or a Termination EventSettlement] [Cash Merger Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Treasury Units evidenced by this Global Certificate is [ ]. The following increases or decreases in this Global Certificate have been made: Stated Amount Date Amount of increase in number of Treasury Units evidenced by the Global Certificate Amount of decrease in number of Treasury Units evidenced by the Global Certificate Number of Treasury Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory of Purchase Contract Agent EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT FROM HOLDER (To Create Treasury Units or Corporate Units) The Bank of New York, as Purchase Contract Agent 000 Xxxxxxx Xxxxxx, 8W New York, NY 10286 Telecopier No.: 000-000-0000 Attention: Corporate Trust Division - Corporate Finance Unit Re: [ Corporate Units] [ Treasury Units] of E*TRADE Financial Corporation, a Delaware corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered to [ ], as Securities Intermediary, for credit to the Collateral Account, $ Value of [Subordinated Notes] [Applicable Ownership Interests in the Treasury Portfolio] [Treasury Securities] in exchange for an equal Value of [Pledged Treasury Securities] [Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes] [Pledged Applicable Ownership Interests in the Treasury Portfolio] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November [22], 2005 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), between the Company and The Bank of New York, as Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the Global Decrease undersigned Holder the [Subordinated Notes underlying Pledged Applicable Ownership Interests in Increase Subordinated Notes] [Pledged Applicable Ownership Interests in Certificate the Treasury Portfolio] [Pledged Treasury Securities] related to such [Corporate Units] [Treasury Units]. Dated: Signature Signature Guarantee: Please print name and address of Stated Amount Stated Amount Following Authorized Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any Address EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS UPON TERMINATION EVENT (Transfer of the Global Collateral upon Occurrence of the Global Such Decrease Officer of Date Certificate Certificate or Increase Agent -------- ------------- ------------- ------------- ------------a Termination Event) [HOLDER] Attention: Telecopy:

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Fixed-Share Stock Purchase Date of the Fixed-Share Purchase Contracts underlying the number of Normal Units Seperate PACES evidenced by this Normal Units Seperate PACES Certificate (after taking into account all Securities then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ --------------------------- ---------------------------- Signature Signature Guarantee: -------------------- ------------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another person"STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: --------------------------- --------------------------- Name Name ------------------------------ ----------------------------------------- --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Separate PACES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Fixed-Share Purchase Contracts underlying the number of Normal Units Separate PACES evidenced by this Normal Units Separate PACES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Fixed-Share Purchase Contracts underlying Normal Units Separate PACES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Securities then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Separate PACES Certificate representing any Normal Units Separate PACES evidenced hereby as to which Early Settlement of the related Fixed-Share Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Treasury strips underlying Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as Strips and the case may be, Ownership Interests in the Treasury Portfolio deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ -------------------- ---------------------------- Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- ---------------------- Number of Units Separate PACES evidenced hereby as to which Early Settlement of the related Fixed-Share Purchase Contracts is being elected: If shares of Common Stock or Separate PACES Certificates are to be REGISTERED HOLDER registered in the name of and delivered to, and Treasury Strips relating to Pledged Ownership Interests in the treasury strips and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable the Ownership Interest Interests in the Treasury Portfolio, as the case may be, Portfolio are to be transferred to to, a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: --------------------------- --------------------------- Name Name ------------------------------ ----------------------------------------- --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for treasury strips relating to Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as Strips and the case may be, Ownership Interests in the Treasury Portfolio transferable upon Early Settlement or a Termination Event: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount ------------------------------------------------------------------------------------------------------------- DATE AMOUNT OF DECREASE AMOUNT OF INCREASE STATED AMOUNT OF SIGNATURE OF IN STATED AMOUNT OF IN STATED AMOUNT THE GLOBAL AUTHORIZED OFFICER THE GLOBAL OF THE GLOBAL CERTIFICATE OF AGENT CERTIFICATE CERTIFICATE FOLLOWING SUCH DECREASE OR INCREASE ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- EXHIBIT C FORM OF SEPARATE COVERS CERTIFICATE (Form of Amount Global Certificate Legend) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the Company or its agent for rxxxxxxxxxxx xx xxxxxxxx, xxxxxxxe or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of The Depository Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] STATE STREET CORPORATION (Form of Face of 4.00% Separate COVERS Certificate) 4.00% Separate COVERS ($39.60 Purchase Price Per Separate COVERS) No.____ CUSIP No. 857477 40 0 Number of Separate COVERS: 0 to 1,725,000 This Separate COVERS Certificate certifies that ________ is the registered Holder of the Global Decrease in Increase in Certificate Signature number of Stated Amount Stated Amount Following Authorized Separate COVERS set forth above. Each Separate COVERS represents the ownership by the Holder thereof of the Global rights and obligations of the Global Such Decrease Officer Holder thereof and State Street Corporation, a Massachusetts corporation (the "Company") under one Variable-Share Repurchase Contract and the pledge of Date Certificate Certificate Common Stock by the Holder to secure such Holder's obligation under the Variable-Share Repurchase Contract, as further described below. Pursuant to the Pledge Agreement, Common Stock equal to the Maximum Variable-Share Settlement Rate (rounded up to the nearest whole share), subject to adjustment in the same manner and at the same time as the Settlement Rates under Section 5.6 of the Purchase Contract Agreement, per Variable-Share Repurchase Contract has been pledged to the Collateral Agent and a security interest has been granted to the Collateral Agent in the right, title and interest of such Holder in such Common Stock, for the benefit of the Company, to secure the obligation of such Holder under the Variable-Share Repurchase Contract to sell the Common Stock to the Company. Subject to Section 4.2 of the Purchase Contract Agreement, the Holder of each Separate COVERS shall be entitled, with respect to the Pledged Common Stock, to all of the rights of a holder of shares of Common Stock. All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Each Variable-Share Repurchase Contract shall, unless an Early Settlement has occurred or Increase Agent -------- ------------- ------------- ------------- ------------a Merger Early Settlement has occurred, obligate the Holder of the related Security to sell, and the Company to purchase, on the Variable-Share Stock Purchase Date, a number of shares of Common Stock equal to the Variable-Share Settlement Rate (as defined below) (the Fixed-Share Settlement Rate, the Variable-Share Settlement Rate or the Fixed Variable-Share Settlement Rate (as defined below) referred to as the "Settlement Rate") unless, on or prior to the Variable-Share Stock Purchase Date, there shall have occurred a Termination Event with respect to the Security of which such Variable-Share Repurchase Contract is a part. The "Variable-Share Settlement Rate" is equal to:

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Stock Purchase Contracts underlying the number of Normal Units Stripped Common SPACES evidenced by this Normal Units Stripped Common SPACES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ Signature Guarantee: -------------------- (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's ’s name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: ____________________________________________ (if assigned to another person) ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Normal Units Stripped Common SPACES Certificate hereby irrevocably exercises the option to effect {Early Settlement} {Cash Merger Early Settlement upon a Cash Merger} in accordance with the terms of the Stock Purchase Contract Agreement with respect to the Stock Purchase Contracts underlying the number of Normal Units Stripped Common SPACES evidenced by this Normal Units Stripped Common SPACES Certificate specified below. The option to effect {Early Settlement Settlement} {Cash Merger Early Settlement} may be exercised only with respect to Stock Purchase Contracts underlying Normal Units Stripped Common SPACES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such {Early Settlement Settlement} {Cash Merger Early Settlement} be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Stripped Common SPACES Certificate representing any Normal Units Stripped Common SPACES evidenced hereby as to which Cash Merger Early Settlement of the related Stock Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such {Early Settlement Settlement} {Cash Merger Early Settlement} will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- Number of Units Stripped Common SPACES evidenced hereby as to which {Early Settlement Settlement} {Cash Merger Early Settlement} of the related Stock Purchase Contracts is being elected: If shares of Common Stock or REGISTERED HOLDER Stripped Normal Common SPACES Certificates are to be REGISTERED HOLDER registered in the name of [Please print name and address] and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, please print such Person's ’s name and address: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable Securities Transferable upon {Early Settlement Settlement} {Cash Merger Early Settlement} or a Termination Event: [{TO BE ATTACHED TO GLOBAL CERTIFICATES] } SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Date Amount of increase in Number of Stripped Common SPACES evidenced by the Date Global Certificate Amount of decrease in Number of Stripped Common SPACES evidenced by the Global Certificate Number of Stripped Common SPACES evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory of Stock Purchase Contract Agent EXHIBIT C INSTRUCTION TO STOCK PURCHASE CONTRACT AGENT BNY Midwest Trust Company The Stock Purchase Contract Agent 0 X. XxXxxxx Street Suite 1020 Chicago, Illinois 60602 Re: { Normal Common SPACES} { Stripped Common SPACES} of Xxxxxxxx & Xxxxxx Corporation, a Wisconsin corporation (the “COMPANY”). The undersigned Holder hereby notifies you that it has delivered to JPMorgan Chase Bank, as Securities Intermediary, for credit to the Collateral Account, $ aggregate [liquidation] [principal] amount of {STACKS} {Treasury Securities} in exchange for the {Pledged STACKS} {Pledged Treasury Securities} held in the Collateral Account, in accordance with the Pledge Agreement, dated as of July 29, 2004 (the “PLEDGE AGREEMENT”; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent, the Custodial Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the Global Decrease undersigned Holder the {Pledged STACKS} {Pledged Treasury Securities} related to such {Normal Common SPACES} {Stripped Common SPACES}. Date: Signature Guarantee: Please print name and address of Registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address EXHIBIT D NOTICE FROM STOCK PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event) {HOLDER} Attention: Telecopy: Re: Normal Common SPACES} {Stripped Common SPACES} of Xxxxxxxx & Xxxxxx Corporation, a Wisconsin corporation (the “COMPANY”) Please refer to the Stock Purchase Contract Agreement, dated as of July 29, 2004 (the “PURCHASE CONTRACT AGREEMENT”; unless otherwise defined herein, terms defined in Increase the Stock Purchase Contract Agreement are used herein as defined therein), between the Company and the undersigned, as Stock Purchase Contract Agent and as attorney-in-fact for the holders of Normal Common SPACES and Stripped Common SPACES from time to time. We hereby notify you that a Termination Event has occurred and that {the STACKS} {the Treasury Securities} compromising a portion of your ownership interest in Certificate Signature , {Normal Common SPACES} {Stripped Common SPACES} have been released and are being held by us for your account pending receipt of Stated Amount Stated Amount Following Authorized transfer instructions with respect to such {STACKS} {Treasury Securities} (the “RELEASED SECURITIES”). Pursuant to Section 3.15 of the Global Stock Purchase Contract Agreement, we hereby request written transfer instructions with respect to the Released Securities. Upon receipt of your instructions and upon transfer to us of your {Normal Common SPACES]{Stripped Common SPACES} effected through book-entry or by delivery to us of your {Normal Common SPACES Certificate]{Stripped Common SPACES Certificate}, we shall transfer the Released Securities by book-entry transfer or other appropriate procedures, in accordance with your instructions. In the event you fail to effect such transfer or delivery, the Released Securities and any distributions thereon, shall be held in our name, or a nominee in trust for your benefit, until such time as such {Normal Common SPACES]{Stripped Common SPACES} are transferred or your {Normal Common SPACES Certificate} {Stripped Common SPACES Certificate} is surrendered or satisfactory evidence is provided that such {Normal Common SPACES Certificate]{Stripped Common SPACES Certificate} has been destroyed, lost or stolen, together with any indemnification that we or the Company may require. Dated: By: BNY MIDWEST TRUST COMPANY By: Name: Title: Authorized Signatory EXHIBIT E NOTICE TO SETTLE BY CASH BNY Midwest Trust Company The Stock Purchase Contract Agent 0 X. XxXxxxx Street Suite 1020 Chicago, Illinois 60602 Re: Normal Common SPACES of Xxxxxxxx & Xxxxxx Corporation, a Wisconsin corporation (the “COMPANY”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.02 of the Global Such Decrease Officer Stock Purchase Contract Agreement, dated as of July 29, 2004 (the “STOCK PURCHASE CONTRACT AGREEMENT”; unless otherwise defined herein, terms defined in the Stock Purchase Contract Agreement are used herein as defined therein), between the Company and you, as Stock Purchase Contract Agent and as attorney-in-fact for the Holders of the Stock Purchase Contracts, that such Holder has elected to pay to the Securities Intermediary for deposit in the Collateral Account, on or prior to 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Stock Purchase Date Certificate Certificate (in lawful money of the United States by certified or Increase cashiers’ check or wire transfer, in immediately available funds), $[ ] as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to Stock Purchase Contracts on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent -------- ------------- ------------- ------------- ------------of the undersigned Holders’ election to make such Cash Settlement with respect to the Stock Purchase Contracts related to such Holder’s Normal Common SPACES. EXHIBIT F NOTICE FROM STOCK PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement of Stock Purchase Contract through Remarketing) JPMorgan Chase Bank The Collateral Agent 0 Xxx Xxxx Xxxxx, Xxxxx 00 Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: Institutional Trust Services Re: Normal Common SPACES of Xxxxxxxx & Xxxxxx Corporation, a Wisconsin corporation (the “COMPANY”) Please refer to the Stock Purchase Contract Agreement, dated as of July 29, 2004 (the “STOCK PURCHASE CONTRACT AGREEMENT”; unless otherwise defined herein, terms defined in the Stock Purchase Contract Agreement are used herein as defined therein), between the Company and the undersigned, as Stock Purchase Contract Agent and as attorney-in-fact for the Holders of Normal Common SPACES from time to time. In accordance with Section 5.02 of the Stock Purchase Contract Agreement and, based on notices of {Early Settlements} {Cash Settlements} received from Holders of Normal Common SPACES as of 5:00 p.m. (New York City time), on the fifth Business Day immediately preceding the {Initial} {Final} Remarketing Date, we hereby notify you that an aggregate liquidation amount of $ STACKS are to be tendered for purchase in the Remarketing. Dated: By: BNY MIDWEST TRUST COMPANY, as the Stock Purchase Contract Agent By: Name: Title: Authorized Signatory

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Treasury Units evidenced by this Normal Units Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ :__________________________________________________________________________ Signature Signature Guarantee: -------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another person"STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of REGISTERED HOLDER and delivered to a Person other than the Holder, please print such Person's name and address: Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ___________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Treasury Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Treasury Units evidenced by this Normal Units Treasury Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Treasury Unit Certificate representing any Normal Treasury Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ :__________________________________________________________________________ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- ________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Treasury REGISTERED HOLDER Unit Certificates are to be REGISTERED HOLDER registered in the name of and delivered to to, and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may beTresury Securities, are to be transferred to to, a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Securities Transferable Upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Date Amount of decrease Amount of increase Principal Amount of the Global Decrease in Increase in Certificate Signature of Stated in Principal Amount Stated in Principal Amount Following Authorized this Global authorized of the Global of the Global Such Decrease Officer Certificate officer of Date Certificate Certificate following such Trustee or Increase Securities decrease or increase Custodian ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- EXHIBIT C NOTICE TO SETTLE BY SEPARATE CASH Attention: Re: Securities of TXU Corp. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Purchase Contract Agreement, dated as of ______________ among the Company, yourselves, as Purchase Contract Agent -------- ------------- ------------- ------------- ------------and as Attorney-in-Fact for the Holders of the Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contract on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders election to make such cash settlement with respect to the Purchase Contracts related to such Holder's [Corporate Units] [Treasury Units]. Dated:__________________________________________________________________________ Signature Signature Guarantee:________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: ________________________________________________________________________________ Name Social Security or other Taxpayer Identification Number, if any Address __________________________________ __________________________________

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Stripped Units evidenced by this Normal Stripped Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ___________________ Signature: ----------------------- ------------------------------ _____________________________ Signature Guarantee: -------------------- :____________________ (if assigned to another person) If shares are to be registered in REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide Please print name and address of Registered a guarantee of your signature: ------------------------------ ----------------------------------------- Holder: _________________________________ ____________________________________________ Name Name ------------------------------ ----------------------------------------- _________________________________ ____________________________________________ Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Stripped Units evidenced by this Normal Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Stripped Units Certificate representing any Normal Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _________________ Signature: ----------------------------- ------------------------------ :____________________________ Signature Guarantee: Signature Guarantee: --------------- -------------------- :__________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock are REGISTERED HOLDER to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, please print Please print name and address of Registered such Person's name and address: ------------------------------ ----------------------------------------- Holder: ________________________________ ___________________________________________ Name Name ------------------------------ ----------------------------------------- ________________________________ ___________________________________________ Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may beSecurities, transferable upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer Signatory of Date Certificate Certificate or Increase Agent -------- ------------- ------------- ------------- ----------------------- ---------------- ------------------ ----------------- -------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT The Chase Manhattan Bank Clearance & Collateral Management 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxxxxx Xxxxxxxx Re: Equity Security Units of Anthem, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of November 2, 2001, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the "Holder") has elected to substitute [$ _______ aggregate principal amount of Treasury Securities (CUSIP No. _____)] [$_______ principal amount of Debentures or the appropriate Treasury Consideration, as the case may be,] in exchange for the related [Pledged Debentures or Pledged Treasury Consideration, as the case may be (CUSIP No. ____),] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Debentures or the appropriate Treasury Consideration, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Debentures or Pledged Treasury Consideration, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Debentures or Treasury Consideration, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date: ______________________ THE BANK OF NEW YORK, As Purchase Contract Agent under the Purchase Contract Agreement, dated as of November 2, 2001, between the Company and the Purchase Contract Agent By: _________________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Debentures or Pledged Treasury Consideration, as the case may be,] for the [Pledged Debentures or Pledged Treasury Consideration, as the case may be,] [Pledged Treasury Securities]: Name Address Social Security or other Taxpayer Identification Number, if any EXHIBIT D INSTRUCTION TO PURCHASE CONTRACT AGENT The Bank of New York 0 Xxxx Xxxxx, 00/xx/ Xxxxx Xxx Xxxx, XX 00000 Attn: Corporate Trust Administration Re: Equity Security Units of Anthem, Inc. (the "Company") The undersigned Holder hereby notifies you, as Purchase Contract Agent under the Purchase Contract Agreement, dated as of November 2, 2001, between the Company and you, that it has delivered to The Chase Manhattan Bank, as Collateral Agent, Custodial Agent and Securities Intermediary [$_________ aggregate principal amount of Treasury Securities] [$_________ principal amount of Debentures or the appropriate Treasury Consideration, as the case may be,] in exchange for the related [Pledged Debentures or Pledged Treasury Consideration as the case may be,] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section 4.1 of the Pledge Agreement, dated as of November 2, 2001, among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures or Pledged Treasury Consideration, as the case may be,] [Pledged Treasury Securities] related to such [Normal Units] [Stripped Units]. Date: By:_____________________________________ Signature Guarantee:____________________ Dated: Please print name and address of Registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Cash Settled Units evidenced by this Normal Cash Settled Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ Signature Guarantee: -------------------- (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's ’s name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT The undersigned Holder of this Normal Cash Settled Units Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Normal Cash Settled Units evidenced by this Normal Cash Settled Units Certificate specified below. The option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Normal Cash Settled Units with an aggregate Stated Amount equal to $1,000 in multiples of 10 Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Cash Settled Units Certificate representing any Normal Cash Settled Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Cash deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- Number of Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Cash Settled Units Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are Cash is to be transferred to a Person other than the Holder, please print such Person's ’s name and address: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable Cash Transferable upon [Early Settlement or a Termination EventSettlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Cash Settled Units evidenced by this Global Certificate is . The following increases or decreases in this Global Certificate have been made: Stated Amount Date Amount of increase in number of Cash Settled Units evidenced by the Global Certificate Amount of decrease in number of Cash Settled Units evidenced by the Global Certificate Number of Cash Settled Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory of Purchase Contract Agent EXHIBIT D INSTRUCTION TO PURCHASE CONTRACT AGENT FROM HOLDER (To Create Treasury Units or Corporate Units) The Bank of New York Mellon Trust Company, National Association, as Purchase Contract Agent [Address] Re: [ Corporate Units] [ Treasury Units] of Xxxxxxx Xxxxx & Xxxxxx, Inc., a Connecticut corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered to HSBC Bank USA, National Association, as Securities Intermediary, for credit to the Collateral Account, $ [Value of Convertible Preferred Stock] [Cash] in exchange for [proceeds of the Global Decrease Treasury Security corresponding to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Increase Convertible Preferred Stock] held in Certificate Signature the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of Stated Amount Stated Amount Following Authorized May 17, 2017 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among you, as the Purchase Contract Agent, and the Company, the Collateral Agent, the Custodial Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the Global undersigned Holder the [Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock] [Treasury Unit Proceeds] related to such [Corporate Units] [Treasury Units]. Dated: Signature: Signature Guarantee: Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address EXHIBIT E INSTRUCTION TO PURCHASE CONTRACT AGENT FROM HOLDER (To Create Cash Settled Units) The Bank of New York Mellon Trust Company, National Association, as Purchase Contract Agent [Address] Re: Cash Settled Units of Xxxxxxx Xxxxx & Xxxxxx, Inc., a Connecticut corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered to HSBC Bank USA, National Association, as Securities Intermediary, for credit to the Collateral Account, $ in exchange for an equal Value of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of May 17, 2017 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among you, as the Purchase Contract Agent, and the Company, the Collateral Agent, the Custodial Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the Global Such Decrease Officer undersigned Holder the Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock related to such Corporate Units. Dated: Signature: Signature Guarantee: Please print name and address of Date Certificate Certificate registered Holder: Name Social Security or Increase Agent -------- ------------- ------------- ------------- ------------other Taxpayer Identification Number, if any Address EXHIBIT F NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS UPON TERMINATION EVENT (Transfer of Collateral upon Occurrence of a Termination Event) [HOLDER] Attention: Telecopy:

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities, as applicable, deliverable upon settlement on or after the Stock Purchase Date redemption of the Purchase Contracts underlying the number of Normal Units Purchase Contracts evidenced by this Normal Units Certificate Purchase Contract be registered in the name of, and delivered, together with a check in payment for any fractional shareshare (or cash included in the Merger Redemption Amount, if applicable), to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities, as applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident incidental thereto, as provided in the Purchase Contract Agreement. Dated: Signature: ----------------------- ------------------------------ Signature Signature Guarantee: -------------------- (if assigned to another personPerson) If shares are to be registered REGISTERED HOLDER in the name of and delivered to (or cash is to be paid to) a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's ’s name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Certificate Purchase Contract hereby irrevocably exercises the option to effect Early Settlement (which Early Settlement may, as applicable, be deemed to be in connection with a Fundamental Change pursuant to Section 4.07 of the Purchase Contract Agreement) in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate Purchase Contract as specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities, as applicable, deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Certificate Purchase Contract representing any Normal Units Purchase Contracts evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration If shares of Common Stock or the Pledged Applicable Ownership Interest in the Treasury Portfolioother securities, as the case may beapplicable, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto, as provided in the Purchase Contract Agreement. Dated: Signature: ----------------------------- ------------------------------ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- Number of Units Purchase Contracts evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's ’s name and address: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] Schedule A SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE THE PURCHASE CONTRACT Kindred Healthcare, Inc. Purchase Contracts Certificate Certificate Number: The following increases or decreases number of Units initially represented by this certificate shall be . Thereafter the Purchase Contract Agent shall note changes in the number of Purchase Contracts evidenced by this Global Certificate have been madecertificate in the table set forth below: Stated Amount Amount of Decrease in Number of Purchase Contracts Represented by this Certificate Amount of Increase in Number of Purchase Contracts Represented by this Certificate Number of Purchase Contracts Represented by this Certificate following Decrease or Increase Signature of Authorized Officer of Purchase Contract Agent ATTACHMENT 4 KINDRED HEALTHCARE, INC. CERTIFICATE OF 7.25% MANDATORY REDEEMED PREFERRED STOCK, SERIES A Certificate No. Initial Number of Shares of Preferred Stock: KINDRED HEALTHCARE, INC., a Delaware corporation (the “Company”), hereby certifies that U.S. Bank National Association (the “Holder”) is the registered owner of [ ] (or such other number reflected on Schedule A hereto) fully paid and non-assessable shares of mandatory redeemable preferred stock, par value $0.25 per share, of the Global Decrease in Increase in Certificate Signature Company designated as the 7.25% Mandatory Redeemable Preferred Stock, Series A (the “Mandatory Redeemable Preferred Stock”). The shares of Stated Amount Stated Amount Following Authorized Mandatory Redeemable Preferred Stock are transferable on the books and records of the Global Transfer Agent, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Global Such Decrease Officer Mandatory Redeemable Preferred Stock represented hereby are as specified in, and the shares of Date the Mandatory Redeemable Preferred Stock are issued and shall in all respects be subject to the provisions of, the certificate of designations, preferences, rights and limitations of the Mandatory Redeemable Preferred Stock dated November 24, 2014, as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business. Reference is hereby made to the Certificate of Designations, which shall for all purposes have the same effect as if set forth at this place. Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder. Unless the Transfer Agent and Registrar have properly countersigned, these shares of Mandatory Redeemable Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or Increase Agent -------- ------------- ------------- ------------- ------------be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Cash Settled Units evidenced by this Normal Cash Settled Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ Signature Guarantee: -------------------- (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's ’s name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: _______________________ ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT The undersigned Holder of this Normal Cash Settled Units Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Normal Cash Settled Units evidenced by this Normal Cash Settled Units Certificate specified below. The option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Normal Cash Settled Units with an aggregate Stated Amount equal to $1,000 in multiples of 10 Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Cash Settled Units Certificate representing any Normal Cash Settled Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Cash deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- __________________________ Number of Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Cash Settled Units Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are Cash is to be transferred to a Person other than the Holder, please print such Person's ’s name and address: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable Cash Transferable upon [Early Settlement or a Termination EventSettlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Cash Settled Units evidenced by this Global Certificate is [__]. The following increases or decreases in this Global Certificate have been made: Stated Amount Date Amount of increase in number of Cash Settled Units evidenced by the Global Certificate Amount of decrease in number of Cash Settled Units evidenced by the Global Certificate Number of Cash Settled Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory of Purchase Contract Agent EXHIBIT D INSTRUCTION TO PURCHASE CONTRACT AGENT FROM HOLDER (To Create Treasury Units or Corporate Units) U.S. Bank National Association, as Purchase Contract Agent 000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxxx Xxxxx Re: [Corporate Units] [Treasury Units] of UGI Corporation, a Pennsylvania corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered to U.S. Bank National Association, as Securities Intermediary, for credit to the Collateral Account, $[__] [Value of Convertible Preferred Stock] [Treasury Securities] in exchange for [an equal Value of Pledged Treasury Securities] [an equal Value of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of May 25, 2021 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), between the Company and you, as the Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the Global Decrease undersigned Holder the [Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Increase Convertible Preferred Stock] [Treasury Securities] related to such [Corporate Units] [Treasury Units]. Dated: Signature: Signature Guarantee: __________________ Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address Copy to: Computershare Inc. Transfer Agent and Registrar 000 Xxxxxxxx Xxx, Xxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Email: Xxxxx.Xxxxxx@xxxxxxxxxxxxx.xxx EXHIBIT E INSTRUCTION TO PURCHASE CONTRACT AGENT FROM HOLDER (To Create Cash Settled Units) U.S. Bank National Association, as Purchase Contract Agent 000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxxx Xxxxx Re: Cash Settled Units of UGI Corporation, a Pennsylvania corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered to U.S. Bank National Association, as Securities Intermediary, for credit to the Collateral Account, $[__] in Certificate Signature exchange for an equal Value of Stated Amount Stated Amount Following Authorized Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of May 25, 2021 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), between the Company and you, as the Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the Global undersigned Holder the Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock related to such Corporate Units. Dated: Signature: Signature Guarantee: ______________________ Please print name and address of the Global Such Decrease Officer registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address Copy to: Computershare Inc. Transfer Agent and Registrar 000 Xxxxxxxx Xxx, Xxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Email: Xxxxx.Xxxxxx@xxxxxxxxxxxxx.xxx EXHIBIT F NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS UPON TERMINATION EVENT (Transfer of Date Certificate Certificate or Increase Agent -------- ------------- ------------- ------------- ------------Collateral upon Occurrence of a Termination Event) [HOLDER] Attention: Telecopy:

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Final Settlement Date of the Purchase Contracts underlying the number of Normal Units Securities evidenced by this Normal Units Security Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature------------------------ ---------------------------------------- Signature REGISTERED HOLDER Please print name and address of Registered Holder: ----------------------- ------------------------------ Signature Guarantee: -------------------- (if assigned to another person) ---------------------------------------- Name ---------------------------------------- Address ---------------------------------------- ---------------------------------------- If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signatureaddress: ------------------------------ ----------------------------------------- --------------------------- Name Name ------------------------------ ----------------------------------------- --------------------------- Address Address --------------------------- --------------------------- Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY Election to Settle Early The undersigned Holder of this Normal Units Security Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Securities evidenced by this Normal Units Security Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units Securities with an aggregate Stated Amount equal to $1,000 ________ or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Security Certificate representing any Normal Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Underlying Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ ------------------------- ---------------------------------------- Signature Guarantee: Signature Guarantee: --------------- -------------------- Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: __________. REGISTERED HOLDER Please print name and address of Registered Holder: ---------------------------------------- Name ---------------------------------------- Address ---------------------------------------- ---------------------------------------- If shares of Common Stock or Security Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Underlying Securities are to be transferred to a Person other than the Holder, please print such Personperson's name and address: ------------------------------ ----------------------------------------- ----------------------------------- Name Name ------------------------------ ----------------------------------------- ----------------------------------- Address Address ----------------------------------- ----------------------------------- Social Security or other Taxpayer Identification Number, if any -------------------------------------------------------------------------------- Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable Underlying Securities Transferable upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of Date Certificate Certificate or Increase Agent -------- ------------- ------------- ------------- -------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: :________________________ Signature: ----------------------- ------------------------------ :_______________________ Signature Guarantee: -------------------- :_____________ (if assigned to another person) If shares are to be registered in the REGISTERED HOLDER in the name of and delivered to a Person other than the Holder, please (i) Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address Registered Holder: and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- _____________________________________ ______________________________________ Name Name ------------------------------ ----------------------------------------- _____________________________________ ______________________________________ Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Certificate representing any Normal Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Capital Securities or Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares or certificates are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _____________ Signature: ----------------------------- ------------------------------ :__________________________ Signature Guarantee: Signature Guarantee: --------------- -------------------- :________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Certificates are REGISTERED HOLDER to be REGISTERED HOLDER registered in the name of and delivered to and Pledged NotesCapital Securities, or Pledged Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be, address of Registered Holder: are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- _____________________________________ ______________________________________ Name Name ------------------------------ ----------------------------------------- _____________________________________ ______________________________________ Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged NotesCapital Securities, or Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be, transferable upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Decrease Amount of Increase Stated Amount of the Signature of in Stated Amount of in Stated Amount of of Global Certificate Authorized Officer the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global Following Such of the Global Such Decrease Officer of Trustee or Units Date Certificate Certificate Decrease or Increase Agent -------- ------------- ------------- ------------- ------------Custodian ----------------- ------------------- ------------------- -------------------- ------------------- EXHIBIT B FORM OF STRIPPED UNITS CERTIFICATE [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the Company or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of The Depository Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] (Form of Face of Stripped Units Certificate)

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

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Corporate Units evidenced by this Normal Units Corporate Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ :______________ _____________________________________ Signature Signature Guarantee: -------------------- :_____________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address REGISTERED HOLDER and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: __________________________________ __________________________________ Name Name ------------------------------ ----------------------------------------- __________________________________ __________________________________ Address Address __________________________________ __________________________________ Social Security or other Taxpayer Identification Number, if any _______________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Corporate Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Corporate Units evidenced by this Normal Units Corporate Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Corporate Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Holders may early settle Corporate Units only in integral multiples of 20 Corporate Units. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Corporate Unit Certificate representing any Normal Corporate Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration Notes or the Pledged appropriate Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ :_________________ ________________________________________ Signature Guarantee: Signature Guarantee: --------------- -------------------- Guarantee (if assigned to another person): _______________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate Unit Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please (i) print such Person's name and addressaddress and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- A-18 --------------------------------------- Name --------------------------------------- Address --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: --------------------------------------- Name ------------------------------ ----------------------------------------- --------------------------------------- Address Address --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Social Security or other Taxpayer Identification Number, if any _________________________________ Transfer instructions Instructions for Pledged pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Signature of authorized Amount of Amount of Stated Amount of this signatory of Purchase decrease in Stated increase in Stated Global Certificate Contract Agent or Amount of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of following such decrease Securities Custodian Date Certificate Certificate or Increase increase Agent -------- ------------- ------------- ------------- ------------______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ EXHIBIT B (Xxxx xx Xxxx xx Xxxxxxxx Xxxx Xxxxxxxxxxx) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR REGIXXXXXXXX XX XXXXXXXX, XXXXXXXX XR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]* No. ____ CUSIP No. 020039814 Number of Treasury Units _______ ---------------------------- (*) To be inserted in Global Certificates only.

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

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Fixed-Share Stock Purchase Date of the Fixed-Share Purchase Contracts underlying the number of Normal Units SPACES evidenced by this Normal Units SPACES Certificate (after taking into account all SPACES then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ --------------------------- --------------------------- Signature Signature Guarantee: -------------------- ---------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another person"STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: ---------------------- ---------------------- Name Name ------------------------------ ----------------------------------------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------------- Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units SPACES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the [Contracts] [Fixed-Share Purchase Contracts Contracts] [Variable-Share Repurchase Contracts] underlying the number of Normal Units SPACES evidenced by this Normal Units SPACES Certificate specified below. The option to effect Early Settlement of Fixed-Share Purchase Contracts may be exercised only with respect to Fixed-Share Purchase Contracts underlying Normal Units SPACES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Securities then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units SPACES Certificate representing any Normal Units SPACES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, and any Separate PACES Certificate or Separate COVERS Certificate representing any Separate PACES or Separate COVERS resulting from such Early Settlement, be registered in the name of, and delivered, to the undersigned at the address indicated below unless a different name and address have been indicated below. Treasury strips underlying Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as Strips and the case may be, Ownership Interests in the Treasury Portfolio deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ --------------------------- --------------------------- Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- ---------------------- Number of Units SPACES evidenced hereby as to which Early Settlement of the related [Contracts] [Fixed-Share Purchase Contracts Contracts] [Variable-Share Repurchase Contracts] is being elected: If shares of Common Stock or Certificates are to be REGISTERED HOLDER registered in the name of and delivered to, and treasury strips relating to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as Strips and the case may be, Ownership Interests in the Treasury Portfolio are to be transferred to to, a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: ---------------------- ---------------------- Name Name ------------------------------ ----------------------------------------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for treasury strips relating to Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as Strips and the case may be, Ownership Interests in the Treasury Portfolio transferable upon Early Settlement or a Termination Event: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ----------------------------------------------------------------------------------------------------------- DATE AMOUNT OF DECREASE AMOUNT OF INCREASE STATED AMOUNT OF SIGNATURE OF IN STATED AMOUNT OF IN STATED AMOUNT THE GLOBAL AUTHORIZED OFFICER THE GLOBAL OF THE GLOBAL CERTIFICATE OF AGENT CERTIFICATE CERTIFICATE FOLLOWING SUCH DECREASE OR INCREASE ------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------ EXHIBIT B FORM OF SEPARATE PACES CERTIFICATE (Form of Global Certificate Legend) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the Company or its agent for rxxxxxxxxxxx xx xxxxxxxx, xxxxxxxe or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of The Depository Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] STATE STREET CORPORATION (Form of Face of 2.75% Separate PACES Certificate) 2.75% Separate PACES ($200 Stated Amount Amount Amount) No.____ CUSIP No. 857477 30 1 Number of Amount of Separate PACES: 0 to 1,725,000 This Separate PACES Certificate certifies that ________ is the registered Holder of the Global Decrease number of Separate PACES set forth above. Each Separate PACES represents the ownership by the Holder thereof of (i) the Ownership Interest in Increase the Treasury Strip, subject to the Pledge thereof, (ii) the Ownership Interest in Certificate Signature of Stated Amount Stated Amount Following Authorized the Treasury Portfolio and (iii) the rights and obligations of the Global Holder thereof and State Street Corporation, a Massachusetts corporation (the "Company"), under one Fixed-Share Purchase Contract. All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Ownership Interest in the Treasury Strip forming a part of such Separate PACES has been pledged to the Collateral Agent and a security interest has been granted to the Collateral Agent in the right, title and interest of such Holder in such Ownership Interest in the Treasury Strip, for the benefit of the Global Company, to secure the obligation of the Holder under the Fixed-Share Purchase Contract to purchase the Common Stock of the Company. Prior to the purchase of shares of Common Stock under each Fixed-Share Purchase Contract, such Contracts shall not entitle the Holders of Separate PACES Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. The Pledge Agreement provides that all payments in respect of the Ownership Interest in the Treasury Strip received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any payments in respect of the Ownership Interest in the Treasury Strip with respect to any such Ownership Interest that has been released from the Pledge pursuant to Section 4.3 of the Pledge Agreement, to the Agent to the account designated by the Agent, no later than 11:00 a.m., New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 9:00 a.m., New York City time, on a Business Day, then such payment shall be made no later than 9:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments in respect of any Ownership Interest in the Treasury Strip to be paid upon settlement of such Holder's obligations to purchase Common Stock under the Fixed-Share Purchase Contract, to the Company on the Fixed-Share Stock Purchase Date in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Separate PACES of which such Ownership Interest in the Treasury Strip is a part under the Fixed-Share Purchase Contracts forming a part of such Separate PACES. Each Fixed-Share Purchase Contract shall, unless an Early Settlement has occurred or Merger Early Settlement has occurred in accordance with the Purchase Contract Agreement, obligate the Holder of the Separate PACES to purchase, and the Company to sell, on the Fixed-Share Stock Purchase Date at a price equal to $200 (the "Purchase Price"), 5.0505 newly issued shares of Common Stock (the "Fixed-Share Settlement Rate"), subject to adjustment under Section 5.6 of the Purchase Contract Agreement, unless, on or prior to the Fixed-Share Stock Purchase Date, there shall have occurred a Termination Event with respect to the Separate PACES of which such Fixed-Share Purchase Contract is a part. As provided in the Purchase Contract Agreement, no fractional shares of Common Stock will be issued upon settlement of Fixed-Share Purchase Contracts. The Company shall pay in arrears on each February 15, May 15, August 15 and November 15 of each year, commencing on May 15, 2003 (a "Payment Date") in respect of each Fixed-Share Purchase Contract forming part of a Separate PACES evidenced hereby an amount equal to 0.75% per year of the Stated Amount, computed on the basis of a 360-day year of twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if any date on which Contract Payments are to be made on the Contracts is not a Business Day, then payment of such Contract Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of such delay, except that if such next succeeding Business Day is in the next succeeding calendar year, then such payment will be made on the immediately preceding Business Day). Such Decrease Officer Contract Payments shall be payable to the Person in whose name this Separate PACES Certificate (or a Predecessor Separate PACES Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Payments will be payable at the office of the Agent in The City of New York, New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Separate PACES Register or by wire transfer to an account appropriately designated by a prior written notice by such Person. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Separate PACES Certificate Certificate shall not be entitled to any benefit under the Pledge Agreement or Increase Agent -------- ------------- ------------- ------------- ------------the Purchase Contract Agreement or be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Stripped Units evidenced by this Normal Stripped Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________ Signature: ----------------------- ------------------------------ _______________________________ Signature Guarantee: -------------------- _____________________ (if assigned to another person) If shares are to be registered in REGISTERED HOLDER in the name of and delivered to a Person other than the Holder, Please print name and address of Holder, Registered please (i) print such Registered Person's Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- _________________________________ ________________________________________ Name Name ------------------------------ ----------------------------------------- _________________________________ ________________________________________ Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Stripped Units evidenced by this Normal Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Stripped Units with an aggregate Stated Amount Purchase Price equal to $1,000 [____] or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Stripped Units Certificate representing any Normal Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _________________________ Signature: ----------------------------- ------------------------------ __________________________ Signature Guarantee: Signature Guarantee: --------------- -------------------- ________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock are to be REGISTERED HOLDER be registered in the name of and delivered to and Pledged Notes, Treasury Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred Holder: to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- _________________________________ ________________________________________ Name Name ------------------------------ ----------------------------------------- _________________________________ ________________________________________ Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may beSecurities, transferable upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Decrease Amount of Stated Amount of the in Stated Amount of Amount of Increase in Stated Global Certificate Signature of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Following Such Authorized Officer Date Certificate Global Certificate Decrease or Increase of Agent ------------ ------------------- ------------------ -------------------- ------------------ EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [________] [________] Attention: [________] Re: [__]% [______________ Units] of Union Planters Corporation (the "Company") We hereby notify you in accordance with Section 4.1 of the Global Such Decrease Officer Pledge Agreement, dated as of Date Certificate Certificate [______], 200[_], among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the "Holder") has elected to substitute [$ _______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ principal amount of Notes or Increase the appropriate Treasury Consideration, as the case may be,] in exchange for the related [Pledged Notes or Pledged Treasury Consideration] [Pledged Treasury Securities (CUSIP No. _________),] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes or Pledged Treasury Consideration], and upon the payment by such Holder of any applicable fees, to release the [Notes or Treasury Consideration, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Purchase Contract Agreement. Date: _____________________________ [________], As Purchase Contract Agent -------- ------------- ------------- ------------- ------------under the Purchase Contract Agreement, dated as of [______], 200[_], between the Company and the Purchase Contract Agent By: ______________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes or Treasury Consideration, as the case may be,] for the [Pledged Notes or Pledged Treasury Consideration, as the case may be,] [Pledged Treasury Securities]: Name Address Social Security or other Taxpayer Identification Number, if any EXHIBIT D INSTRUCTION TO PURCHASE CONTRACT AGENT [________], as Purchase Contract Agent [________] Attention: Institutional Trust Services Re: [__]% [_______________] Units of Union Planters Corporation (the "Company") The undersigned Holder hereby notifies you, as Purchase Contract Agent under the Purchase Contract Agreement, dated as of [______], 200[_], between the Company and you, that it has delivered to [________], as Collateral Agent, Custodial Agent and Securities Intermediary [$_________ aggregate principal amount of Treasury Securities] [$_________ principal amount of Notes or the appropriate Treasury Consideration, as the case may be,] in exchange for the related [Pledged Notes or Pledged Treasury Consideration, as the case may be,] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section 4.1 of the Pledge Agreement, dated as of [______], 200[_], among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes or Pledged Treasury Consideration, as the case may be,] [Pledged Treasury Securities] related to such [Normal Units] [Stripped Units]. Capitalized terms used herein but not defined shall have the meaning set forth in the Purchase Contract Agreement. Date: By: _______________________________ Signature Guarantee: ______________ Dated: Please print name and address of Registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH [________], as Purchase Contract Agent [________] Attention: Institutional Trust Services Re: [__]% [____________] Units of Union Planters Corporation (the "Company") The undersigned Holder hereby notifies you in accordance with Section 5.4 of the Purchase Contract Agreement, dated as of [______], 200[_], between the Company and you, that it has delivered to [________], as Collateral Agent, Custodial Agent and Securities Intermediary as Purchase Contract Agent, Attorney-in-Fact and Trustee for the Holders of the Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by certified or cashier's check or wire transfer, in each case in immediately available funds), $___ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Purchase Contracts related to such Holder's Normal Units. Capitalized terms used herein but not defined shall have the meaning set forth in the Purchase Contract Agreement. Date: By: _________________________________ Signature Guarantee: ________________ Dated: Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Growth Units evidenced by this Normal Growth Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ ------------------- ------------------------------------------ Signature Signature Guarantee: -------------------- ------------------- (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please print such Person's name and address: Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- ------------------------------------- ------------------------------------- Name Name ------------------------------ ----------------------------------------- ------------------------------------- ------------------------------------- Address Address ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- Social Security or other Taxpayer Identification ------------------------------------- Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Growth Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Growth Units evidenced by this Normal Growth Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Growth Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Growth Units Certificate representing any Normal Growth Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ ----------------------- ------------------------------------- Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- ------------------------------------- Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock of Growth Units REGISTERED HOLDER Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged NotesPreferred Securities, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ------------------------------------- ------------------------------------- Name Name ------------------------------ ----------------------------------------- ------------------------------------- ------------------------------------- Address Address ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- Social Security or other Taxpayer Identification Number, if any ------------------------------------- Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Securities Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ 97 [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount ==================================================================================================================================== Principal Amount of Amount of decrease in Amount of the increase in this Global Decrease in Increase in Certificate Signature of Stated authorized Principal Amount Stated Amount Following Authorized of the Global Principal Amount of the following such decrease officer of Trustee or Date Global Such Decrease Officer of Date Certificate Global Certificate or Increase Agent -------- ------------- ------------- ------------- ------------increase Securities Custodian 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------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ==================================================================================================================================== EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT --------------------------------- [To Come]

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Units Treasury PIES evidenced by this Normal Units Treasury PIES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ Signature -------------------------- ----------------------------- Signature Guarantee: -------------------- ------------------ (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other REGISTERED HOLDER than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ------------------------------------- -------------------------------------- Name Name ------------------------------ ----------------------------------------- ------------------------------------- -------------------------------------- Address Address ------------------------------------- -------------------------------------- ------------------------------------- -------------------------------------- ------------------------------------- -------------------------------------- Social Security or other Taxpayer Identification Number, if any -------------------------------------- ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Treasury PIES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Treasury PIES evidenced by this Normal Units Treasury PIES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units Treasury PIES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Treasury PIES Certificate representing any Normal Units Treasury PIES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ ------------------------------------ -------------------------------- Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- ---------------------- 95 Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock of Treasury PIES REGISTERED HOLDER Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ------------------------------------- -------------------------------- Name Name ------------------------------ ----------------------------------------- ------------------------------------- -------------------------------- Address Address ------------------------------------- -------------------------------- ------------------------------------- -------------------------------- ------------------------------------- -------------------------------- Social Security or other Taxpayer Identification Number, if any -------------------------------- Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Securities Transferable Upon Early Settlement or a Termination Event: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount -------------------------------------------------------------------------------------------------------------- Number of PIES Amount of decrease in Amount of increase in evidenced by this Number of the PIES Number of PIES Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized authorized evidenced by the evidenced by the following such officer of Trustee or Date Global Certificate Global Certificate decrease or increase Securities Custodian -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- 97 EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT THE CHASE MANHATTAN BANK 450 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxention: Corporate Trust Group Re: ________ PIES of NIPSCO Industries, Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to The First National Bank of Chicago, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate [principal] [liquidation] amount of [Preferred Securities, Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the Global definition of such term) of the Global Such Decrease Officer Treasury Portfolio, as the case may be,] [Treasury Securities] in exchange for the [Pledged Preferred Securities, Pledged Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of February 16, 1999 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Preferred Securities, Pledged Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] related to such [Corporate PIES] [Treasury PIES]. Date: ------------------------- -------------------------------------- Signature Signature Guarantee: ------------------ Please print name and address of Registered Holder: -------------------------------- --------------------------------- Name Social Security or other Taxpayer Identification Number, if any Address ------------------------------------ ------------------------------------ ------------------------------------ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event) [HOLDER] --------------------------- --------------------------- Attention: Telecopy: ------------------ Re: __________ PIES of NIPSCO Industries, Inc. (the "Company") Please refer to the Purchase Contract Agreement, dated as of February 16, 1999 (the "Purchase Contract Agreement"; unless otherwise defined herein, terms defined in the Purchase Contract Agreement are used herein as defined therein), among the Company and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the holders of PIES from time to time. We hereby notify you that a Termination Event has occurred and that [the Preferred Securities] [the Debentures] [the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio] [the Treasury Securities] underlying your ownership interest in _____ [Corporate PIES] [Treasury PIES] have been released and are being held by us for your account pending receipt of transfer instructions with respect to such [Preferred Securities] [Debentures] [appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio] [Treasury Securities] (the "Released Securities"). Pursuant to Section 3.15 of the Purchase Contract Agreement, we hereby request written transfer instructions with respect to the Released Securities. Upon receipt of your instructions and upon transfer to us of your [Corporate PIES] [Treasury PIES] effected through book-entry or by delivery to us of your [Corporate PIES Certificate] [Treasury PIES Certificate], we shall transfer the Released Securities by book-entry transfer, or other appropriate procedures, in accordance with your instructions. In the event you fail to effect such transfer or delivery, the Released Securities and any distributions thereon, shall be held in our name, or a nominee in trust for your benefit, until such time as such [Corporate PIES] [Treasury PIES] are transferred or your [Corporate PIES Certificate] [Treasury PIES Certificate] is surrendered or satisfactory evidence is provided that such your [Corporate PIES Certificate] [Treasury PIES Certificate] has been destroyed, lost or stolen, together with any indemnification that we or the Company may require. 100 Date: By: THE CHASE MANHATTAN BANK ----------------------------- -------------------------------- Name: Title: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH THE CHASE MANHATTAN BANK 450 Xxxx 00xx Xxxxxx Xxx Xxxx, X.X. 00000 Xxxention: Corporate Trust Group Re: ________ PIES of NIPSCO Industries, Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Purchase Contract Agreement, dated as of February 16, 1999 (the "Purchase Contract Agreement"; unless otherwise defined herein, terms defined in the Purchase Contract Agreement are used herein as defined therein), between the Company and yourselves, as Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Purchase Contracts, that such Holder has elected to pay to the Securities Intermediary for deposit in the Collateral Account, on or prior to 11:00 a.m. New York City time, on the [fifth Business Day] [Business Day] immediately preceding the Purchase Contract Settlement Date Certificate Certificate (in lawful money of the United States by certified or Increase cashiers' check or wire transfer, in immediately available funds), $______ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contract on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent -------- ------------- ------------- ------------- ------------of the undersigned Holders election to make such cash settlement with respect to the Purchase Contracts related to such Holder's [Corporate PIES] [Treasury PIES].

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Treasury Units evidenced by this Normal Units Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ :________________________ ________________________________________ Signature Signature Guarantee: -------------------- ________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Please print name and address of Registered Holder: Name Address ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Treasury Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Treasury Units evidenced by this Normal Units Treasury Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Treasury Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Treasury Unit Certificate representing any Normal Treasury Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ :________________________ ________________________________________ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- :______________________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Treasury Unit Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, please (i) print such Person's name and addressaddress and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Please print name and address of Registered Holder: Name Address Transfer instructions Instructions for Pledged Notes, Pledged pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Securities Transferable Upon Early Settlement or a Termination Event: Event [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: The following increases or decreases in this Global Certificate have been made: Amount of decrease Amount of increase Stated Amount of this Signature of authorized signatory in Stated Amount of the in Stated Amount of of the Global Decrease Certificate following of Purchase Contract Agent or Date Global Certificate Global Certificate such decrease or increase Securities Custodian Agent EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT BNY Midwest Trust Company 2 North LaSalle Street Suite 1020 Chicago, Illinois 60602 Attention: Xxxxxxxxx Xxxxx Xxxxxxxxxx Xx: Equity Units of The St. Paul Companies, Inc. (the "Company") We hereby notify you in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized accordance with Section 4.1 and 4.2 of the Global Pledge Agreement, dated as of July 31, 2002, (the "Pledge Agreement") among the Company, yourselves, as Collateral Agent, Custodial Agent and Securities Intermediary and ourselves, as Purchase Contract Agent and as attorney-in-fact for the holders of [Corporate Units] [Treasury Units] from time to time, that the holder of the Global Such Decrease Officer Securities listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Date Certificate Certificate Treasury Securities] [$_______ aggregate principal amount of Notes or Increase Agent -------- ------------- ------------- ------------- ------------the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for an equal Value of [Pledged Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Corporate Units] [Treasury Units] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _________________ Signature: ----------------------- ------------------------------ _______________________________ Signature Guarantee: -------------------- _____________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in REGISTERED HOLDER in the name of and delivered to a Person other than the Holder, please Please print name and address of Holder, please (i) print such Registered Holder: Person's name and Registered Holder: address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- ____________________________________ _______________________________________ Name Name ------------------------------ ----------------------------------------- ____________________________________ _______________________________________ Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Certificate representing any Normal Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Debentures or Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: __________________ Signature: ----------------------------- ------------------------------ :_____________________________ Signature Guarantee: ______________ Signature Guarantee: --------------- -------------------- __________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of delivered to and Pledged Treasury Consideration or Debentures, Registered Holder: or Pledged Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- ____________________________________ _______________________________________ Name Name ------------------------------ ----------------------------------------- ____________________________________ _______________________________________ Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged NotesDebentures, or Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be, transferable upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of Date Certificate Certificate or Increase Agent -------- STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING SUCH AUTHORIZED OF THE GLOBAL OF THE GLOBAL DECREASE OR SIGNATORY OF DATE CERTIFICATE CERTIFICATE INCREASE AGENT ----------------- ------------- ------------- ------------- --------------- ------------

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Stripped Units evidenced by this Normal Stripped Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ___________________ Signature: ----------------------- ------------------------------ _________________________________ Signature Guarantee: -------------------- _______________________ (if assigned to another person) If shares are to be registered in the REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Please print name and address of Person's name and address and (ii) Registered Holder: provide a guarantee of your signature: ------------------------------ ----------------------------------------- __________________________________ __________________________________ Name Name ------------------------------ ----------------------------------------- __________________________________ __________________________________ Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Stripped Units evidenced by this Normal Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Stripped Units Certificate representing any Normal Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ----------------------------- ------------------------------ ___________________________________ Signature Guarantee: Signature Guarantee: --------------- -------------------- _________________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock are to be REGISTERED HOLDER be registered in the name of and delivered to and Pledged Notes, Treasury Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred Registered Holder: to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- __________________________________ ______________________________________ Name Name ------------------------------ ----------------------------------------- __________________________________ ______________________________________ Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities transferable upon Early Settlement [or a Termination Event]: [(TO BE ATTACHED TO GLOBAL CERTIFICATES] ) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of Decrease Amount of Increase the Global in Stated Amount in Stated Amount of Certificate of the Global Decrease in Increase in Certificate the Global Following Such Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of Authorizing Date Certificate Certificate Decrease or Increase Officer EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT The Bank of New York, as Collateral Agent -------- ------------- ------------- ------------- ------------000 Xxxxxxx Xxxxxx New York, NY 10286 Re: Equity Security Units of Northrop Grumman Corporation (the "Company") ____________________________________________________ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of November 21, 2001, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of Units listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest of the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE Bank, as Purchase Contract Agent By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: Address: EXHIBIT D INSTRUCTION TO PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Purchase Contract Agent 000 Xxxx 00/xx/ Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: Equity Security Units of Northrop Grumman Corporation (the "Company") The undersigned Holder hereby notifies you that it has delivered to The Bank of New York, as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated November 21, 2001 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Normal Units] [Stripped Units]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature:___________________________________ Signature Guarantee: _______________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: Address: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Purchase Contract Agent 000 Xxxx 00/xx/ Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: Equity Security Units of Northrop Grumman Corporation (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.5 of the Purchase Contract Agreement dated as of November 21, 2001 among the Company and yourselves, as Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Purchase Contracts related to such Holder's Normal Units. Dated:_____________ ____________________________________________ Signature Signature Guarantee:_______________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Social Security or other Taxpayer Identification Number, if any:

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Units Growth PRIDES evidenced by this Normal Units Growth PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ :__________________________________________________________________________ Signature Signature Guarantee: -------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another person"STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER in the name of and delivered to a Person other than the Holder, please print such Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signatureaddress: ------------------------------ ----------------------------------------- Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ______________________________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Growth PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Growth PRIDES evidenced by this Normal Units Growth PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Growth PRIDES Certificate representing any Normal Units Growth PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ :__________________________________________________________________________ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Growth REGISTERED HOLDER PRIDES Certificates are to be REGISTERED HOLDER registered in the name of and delivered to to, and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to to, a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any _____________________________________________________ Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Securities Transferable Upon Early Settlement or a Termination Event: [{TO BE ATTACHED TO GLOBAL CERTIFICATES] } SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated ------------------------------------------------------------------------------------------------- Principal Amount Amount of this Global Signature of Amount of decrease Amount of increase Certificate authorized officer in Principal in Principal Amount following such of Trustee or Amount of the of the Global Decrease decrease or Securities Date Global Certificate Certificate increase Custodian ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- EXHIBIT C NOTICE TO SETTLE BY SEPARATE CASH Attention: Re: Securities of AmerUs Group Co. (the "Company") The undersigned Holder hereby irrevocably notifies you in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized accordance with Section 5.4 of the Global Purchase Contract Agreement, dated as of May 28, 2003 among the Company, yourselves, as Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Global Such Decrease Officer Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, (in lawful money of Date Certificate Certificate the United States by (certified or Increase cashiers check or) wire transfer, in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contract on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent -------- ------------- ------------- ------------- ------------of the undersigned Holders election to make such cash settlement with respect to the Purchase Contracts related to such Holder's (Income PRIDES) (Growth PRIDES). Dated:__________________________________________________________________________ Signature Signature Guarantee: ______________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: ________________________________________________________________________________ Name Social Security or other Taxpayer Identification Number, if any Address ________________________________________

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Units Growth PRIDES evidenced by this Normal Units Growth PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ ------------------------ ------------------------- Signature Guarantee: -------------------- (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please print such Person's name and address: Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- ------------------------ -------------------------- Name Name ------------------------------ ----------------------------------------- ------------------------ -------------------------- Address Address ------------------------ -------------------------- ------------------------ -------------------------- Social Security or other Taxpayer Identification Number, if any -------------------------- ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Growth PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Growth PRIDES evidenced by this Normal Units Growth PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units Growth PRIDES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Growth PRIDES Certificate representing any Normal Units Growth PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ ------------------------- --------------------------- Signature Guarantee: Signature Guarantee: --------------- -------------------- Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock REGISTERED HOLDER or Growth PRIDES Certifi- xxxxx are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ------------------------ -------------------------- Name Name ------------------------------ ----------------------------------------- ------------------------ -------------------------- Address Address ------------------------ -------------------------- ------------------------ -------------------------- ------------------------ -------------------------- Social Security or other Taxpayer Identification Number, if any -------------------------- Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Securities Transferable Upon Early Settlement or a Termination Event: -------------------------------------------------------------------- -------------------------------------------------------------------- -------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Principal Amount of Amount of Amount of Signature of decrease in increase in this Global authorized Principal Principal Certificate officer of Amount of Amount of following such Trustee or the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of decrease Securities Date Certificate Certificate or Increase increase Custodian -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT Attention: Re: FELINE PRIDES of Protective Life Corporation (the "Company"), and PLC Capital Trust II We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of ________ __, 1997, among the Company, yourselves, as Collateral Agent, and ourselves, as Purchase Contract Agent -------- ------------- ------------- ------------- ------------and as attorney-in-fact for the holders of [Income PRIDES] [Growth PRIDES] from time to time, that the holder of securities listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities] [$_______Stated Amount of Preferred Securities] in exchange for the [Pledged Preferred Securities] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Preferred Securities] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Preferred Securities], to release the Preferred Securities] [Treasury Securities] related to such [Income PRIDES] [Growth PRIDES] to us in accordance with the Holder's instructions. Date: ----------------- By: ------------------------ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Preferred Securities] for the [Pledged Preferred Securities] [Pledged Treasury Securities]: --------------------------- ------------------------- Name Social Security or other Taxpayer Identification --------------------------- Number, if any Address --------------------------- --------------------------- EXHIBIT D INSTRUCTION TO PURCHASE CONTRACT AGENT Attention: Re: FELINE PRIDES of PROTECTIVE LIFE CORPORATION (the "Company"), and PLC Capital Trust II The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, $_______ aggregate principal amount of [Treasury Securities] [Preferred Securities] in exchange for the [Pledged Preferred Securities] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section 4.1 of the Pledge Agreement, dated __________ __, 1997, between you, the Company and the Collateral Agent. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Preferred Securities] [Pledged Treasury Securities] related to such [Income PRIDES] [Growth PRIDES]. Dated: --------------- ----------------------------- Signature Please print name and address of Registered Holder: ------------------------- ------------------------- Name Social Security or other Taxpayer Identification ------------------------- Number, if any Address ------------------------- ------------------------- -------------------------

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Units Growth PRIDES evidenced by this Normal Units Growth PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ ___________________ _______________________________ Signature Signature Guarantee: -------------------- (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please print such Person's name and address: Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- ______________________________ _______________________________ Name Name ------------------------------ ----------------------------------------- ______________________________ _______________________________ Address Address ______________________________ _______________________________ ______________________________ _______________________________ ______________________________ _______________________________ Social Security or other Taxpayer Identification Number, if any _______________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Growth PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Growth PRIDES evidenced by this Normal Units Growth PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units Growth PRIDES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Growth PRIDES Certificate representing any Normal Units Growth PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ ___________________ _______________________________ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- ____________________________________ Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock of Growth REGISTERED HOLDER PRIDES Certificates are to be REGISTERED HOLDER registered regis- tered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ______________________________ _______________________________ Name Name ------------------------------ ----------------------------------------- ______________________________ _______________________________ Address Address ______________________________ _______________________________ ______________________________ _______________________________ ______________________________ _______________________________ Social Security or other Taxpayer Identification Number, if any _______________________________ Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Securities Transferable Upon Early Settlement or a Termination Event: ___________________________________ ___________________________________ ___________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Principal Amount of Amount of Amount of this Global Signature of decrease in increase in Certificate authorized Principal Principal following officer of Amount of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the such decrease Trustee or Global of the Global Such Decrease Officer of or Securities Date Certificate Certificate increase Custodian EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000-0000 Attention: Corporate Trust Administration Department Re: FELINE PRIDES of Xxxxxxxxx-Xxxx Company (the "Company"), and Xxxxxxxxx-Xxxx Financing I We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______ ___, 1998, among the Company, yourselves, as Collateral Agent, and ourselves, as Purchase Contract Agent and as attorney-in-fact for the holders of [Income PRIDES] [Growth PRIDES] from time to time, that the holder of securities listed below (the "Holder") has elected to substitute [$_____ aggregate [principal amount] of Treasury Securities] [$_______ Stated Amount of Preferred Securities or Increase the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] in exchange for the [Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Income PRIDES] [Growth PRIDES] to us in accordance with the Holder's instructions. Date:______________________ ___________________________________ By:________________________________ Name: Title: Signature Guarantee: ______________ Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] for the [Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities]: _________________________________ __________________________________ Name Social Security or other Taxpayer Identification Number, if any ________________________________ Address ________________________________ ________________________________ EXHIBIT D INSTRUCTION TO PURCHASE CONTRACT AGENT The First National Bank of Chicago Xxx Xxxxx Xxxxxxxx Xxxxx Xxxxx 0000 Xxxxxxx, XX 00000-0000 Attention: Corporate Trust Services Division Re: FELINE PRIDES of Xxxxxxxxx-Xxxx Company (the "Company"), and Xxxxxxxxx-Xxxx Financing I The undersigned Holder hereby notifies you that it has delivered to The Chase Manhattan Bank, as Collateral Agent, $_______ aggregate principal amount of [Treasury Securities] [Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] in exchange for the [Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section 4.1 of the Pledge Agreement, dated _______ ___, 1998, between you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent -------- ------------- ------------- ------------- ------------all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] related to such [Income PRIDES] [Growth PRIDES]. Dated:_________________________ _________________________________ Signature Signature Guarantee: _______________ Please print name and address of Registered Holder: ______________________________ ______________________________ Name Social Security or other Taxpayer Identification Number, if any Address ______________________________ ______________________________ EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH The First National Bank of Chicago Xxx Xxxxx Xxxxxxxx Xxxxx Xxxxx 0000 Xxxxxxx, XX 00000-0000 Attention: Corporate Trust Services Division Re: FELINE PRIDES of Xxxxxxxxx-Xxxx Company (the "Company"), and Xxxxxxxxx-Xxxx Financing I The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Purchase Contract Agreement, dated as of ______ ___, 1998 among the Company, yourselves, as Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contract on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders election to make such cash settlement with respect to the Purchase Contracts related to such Holder's [Income PRIDES] [Growth PRIDES]. Dated:_________________________ _________________________________ Signature Signature Guarantee: _______________ Please print name and address of Registered Holder: ______________________________ ______________________________ Name Social Security or other Taxpayer Identification Number, if any Address ______________________________

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock Subordinate Voting Shares or other securities, as applicable, deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Units Purchase Contracts evidenced by this Normal Units Certificate Purchase Contract be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares Subordinate Voting Shares or other securities, as applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident incidental thereto, as provided in the Purchase Contract Agreement. Dated: Signature: ----------------------- ------------------------------ Signature Signature Guarantee: -------------------- (if assigned to another personPerson) If shares are to be registered REGISTERED HOLDER in the name of and delivered to (or cash is to be paid to) a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's ’s name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any * Include only if a Global Unit. ** Include only if not a Global Unit. ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Certificate Purchase Contract hereby irrevocably exercises the option to effect Early Settlement (which Early Settlement may, as applicable, be deemed to be in connection with a Fundamental Change pursuant to Section 4.07 of the Purchase Contract Agreement) in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate Purchase Contract as specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock Subordinate Voting Shares or other securities, as applicable, deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Certificate Purchase Contract representing any Normal Units Purchase Contracts evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration If Subordinate Voting Shares or the Pledged Applicable Ownership Interest in the Treasury Portfolioother securities, as the case may beapplicable, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto, as provided in the Purchase Contract Agreement. Dated: Signature: ----------------------------- ------------------------------ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- * Include only if a Global Unit. ** Include only if not a Global Unit. Number of Units Purchase Contracts evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock Subordinate Voting Shares or Purchase Contracts are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's ’s name and address: ------------------------------ ----------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or * Include only if a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] Global Unit. ** Include only if not a Global Unit. SCHEDULE A* SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is [ ]. The following increases or decreases in this Global Certificate certificate have been made: Stated Amount Date Amount of increase in number of Purchase Contracts evidenced hereby Amount of decrease in number of Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby following such decrease or increase Signature of authorized signatory of Purchase Contract Agent * Include only if a Global Purchase Contract. * Include only if a Global Unit. ** Include only if not a Global Unit. ATTACHMENT 4 GFL ENVIRONMENTAL INC. 4.00% SENIOR AMORTIZING NOTES DUE 2023 CUSIP No.: 36168Q AH7 ISIN No.: US36168QAH74 No. [ ] [Initial]* Number of Notes: [ ] GFL ENVIRONMENTAL INC., an Ontario, Canada corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to [U.S. Bank N.A., as attorney-in-fact of holder(s) of the Global Decrease in Increase in Certificate Signature Units of Stated Amount Stated Amount Following Authorized which this Note forms a part]* [ ]**, or registered assigns (the “Holder”), the initial principal amount of US$8.5143 for each of the Global number of Notes set forth above[, which number of Notes may from time to time be reduced or increased as set forth in Schedule A hereto, as appropriate, in accordance with the terms of the Indenture]*, in equal quarterly installments (except for the first such payment) (each such payment, an “Installment Payment”), constituting a payment of interest (at a rate of 4.00% per annum) and a partial repayment of principal, payable on each March 15, June 15, September 15 and December 15, commencing on June 15, 2020 (each such date, an “Installment Payment Date”, and the period from, and including, March 5, 2020 to, but excluding, the first Installment Payment Date and thereafter each quarterly period from, and including, the immediately preceding Installment Payment Date to, but excluding, the relevant Installment Payment Date, an “Installment Payment Period”) with the final Installment Payment due and payable on March 15, 2023, all as set forth on the reverse hereof and in the Indenture referred to on the reverse hereof. To the extent that payment of interest shall be legally enforceable, interest shall accrue and be payable on any overdue Installment Payments or principal at a rate of 4.00% per annum. Each Installment Payment for any Installment Payment Period shall be computed on the basis of a 360-day year of twelve 30-day months. If an Installment Payment is payable for any period shorter or longer than a full Installment Payment Period, such Installment Payment shall be computed on the basis of the actual number of days elapsed per 30-day month. Furthermore, if any date on which an Installment Payment is payable is not a Business Day, then payment of the Installment Payment on such date shall be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. Installment Payments shall be paid to the Person in whose name the Note is registered, with limited exceptions as provided in the Indenture, at the close of business on March 1, June 1, September 1 and December 1 immediately preceding the relevant Installment Payment Date, as applicable (each, a “Regular Record Date”). Installment Payments shall be payable (x) in the case of any Certificated Note, at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of Installment * Include only if a Global Such Decrease Officer Unit. ** Include only if not a Global Unit. Payments may be made at the option of Date the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or (y) in the case of any Global Note, by wire transfer in immediately available funds to the account of the Depositary or its nominee or otherwise in accordance with applicable procedures of the Depositary. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate Certificate of Authentication shall have been manually signed by or Increase Agent -------- ------------- ------------- ------------- ------------on behalf of the U.S. Trustee. * Include only if a Global Unit. ** Include only if not a Global Unit. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. * Include only if a Global Unit. ** Include only if not a Global Unit. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. Dated: GFL ENVIRONMENTAL INC., By: Name: Title: CERTIFICATE OF AUTHENTICATION U.S. Bank N.A., as U.S. Trustee, certifies that this is one of the Securities of the series designated herein referred to in the within mentioned Indenture. Dated: U.S. BANK N.A., as U.S. Trustee By: Authorized Signatory * Include only if a Global Unit. ** Include only if not a Global Unit. [REVERSE OF NOTE] GFL ENVIRONMENTAL INC.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Stock Purchase Mandatory Settlement Date of the number of Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate Purchase Contract be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental thereto. Dated: ______________________ Signature Signature Guarantee: _____________________________________ (if assigned to another Person) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract with respect to the Purchase Contracts evidenced by this Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ Signature Signature Guarantee: -------------------- (if assigned Number of Purchase Contracts evidenced hereby as to another person) which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Certificate representing any Normal Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ Signature Guarantee: Signature Guarantee: --------------- -------------------- Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE A SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE THE PURCHASE CONTRACT The initial number of Purchase Contracts evidenced by this certificate is 35,000,000. The following increases or decreases in this Global Certificate certificate have been made: Stated Amount Amount of decrease Number of Purchase Signature of Amount of increase in number of Contracts evidenced authorized signatory in number of Purchase Purchase Contracts hereby following of Purchase Date Contracts evidenced hereby evidenced hereby such decrease or increase Contract Agent ATTACHMENT 4 CITIGROUP INC. 6.15% JUNIOR SUBORDINATED DEFERRABLE INSTALLMENT DEBENTURES DUE DECEMBER 15, 2012 REGISTERED CUSIP: 172967 FB2 ISIN: US172967FB26 No. 3 Initial Number of Notes: 35,000,000 CITIGROUP INC., a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the initial principal sum of $20.284 for each of the Global Decrease number of Notes set forth above, or such lesser number of Notes as set forth in Increase the Schedule of Increases or Decreases in Certificate Signature the Note attached hereto, in quarterly installments (each constituting a payment of Stated Amount Stated Amount Following Authorized interest at the rate per year of 6.15% and a partial repayment of principal) payable on March 15, June 15, September 15 and December 15 of each year (each such date, an “Installment Payment Date” and the period from, and including, December 22, 2009 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), commencing on March 15, 2010, all as set forth on the reverse hereof, with the final installment due and payable on December 15, 2012. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the Global actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the Global Such Decrease Officer installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate Certificate of Authentication shall have been signed by or Increase Agent -------- ------------- ------------- ------------- ------------on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Stripped Units evidenced by this Normal Stripped Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _____________ Signature: ----------------------- ------------------------------ _____________________ Signature Guarantee: -------------------- ___________ (if assigned to another person) If shares are to be registered in REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print Please print name and address of such Registered Holder: Person's name and address and (ii) Registered Holder: provide a guarantee of your signature: ------------------------------ ----------------------------------------- _________________________________________ ___________________________________ Name Name ------------------------------ ----------------------------------------- _________________________________________ ___________________________________ Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Stripped Units evidenced by this Normal Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Stripped Units Certificate representing any Normal Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: :_____________________ Signature: ----------------------------- ------------------------------ :_________________________ Signature Guarantee: Signature Guarantee: --------------- -------------------- :_______________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Treasury Securities are Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Registered Holder: Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- _________________________________________ __________________________________ Name Name ------------------------------ ----------------------------------------- _________________________________________ __________________________________ Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may beSecurities, transferable upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of Decrease Amount of Increase the Global Decrease in Increase Stated Amount of in Stated Amount Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Following Such Decrease Authorized Officer of Date Certificate Certificate Decrease or Increase of Agent -------- ------------- ------------- ------------- ----------------------- ---------------------- ------------------- ---------------------- ------------------ EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [Name of collateral agent] [Address of collateral agent] Attn: Re: Equity Security Units of Anthem, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of ___, 2001, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the "Holder") has elected to substitute [$ _______ aggregate principal amount of Treasury Securities (CUSIP No. _____)] [$_______ principal amount of Debentures or the appropriate Treasury Consideration, as the case may be,] in exchange for the related [Pledged Debentures or Pledged Treasury Consideration, as the case may be (CUSIP No. ____),] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Debentures or the appropriate Treasury Consideration, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Debentures or Pledged Treasury Consideration, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Debentures or Treasury Consideration, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date: ___________ [NAME OF PURCHASE CONTRACT AGENT] By: ___________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Debentures or Pledged Treasury Consideration, as the case may be,] for the [Pledged Debentures or Pledged Treasury Consideration, as the case may be,] [Pledged Treasury Securities]: Name Address Social Security or other Taxpayer Identification Number, if any EXHIBIT D INSTRUCTION TO PURCHASE CONTRACT AGENT [Name of purchase contract agent] [Address of purchase contract agent] Attention: Re: Equity Security Units of Anthem, Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to ___, as Collateral Agent, Custodial Agent and Securities Intermediary [$_________ aggregate principal amount of Treasury Securities] [$_________ principal amount of Debentures or the appropriate Treasury Consideration, as the case may be,] in exchange for the related [Pledged Debentures or Pledged Treasury Consideration as the case may be,] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section 4.1 of the Pledge Agreement, dated ___________, 2001, among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures or Pledged Treasury Consideration, as the case may be,] [Pledged Treasury Securities] related to such [Normal Units] [Stripped Units]. Date: By: _________________________________

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Units Growth PRIDES evidenced by this Normal Units Growth PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ :_______________________ ______________________________ Signature Signature Guarantee: -------------------- (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of and delivered REGISTERED HOLDER to a Person other than the Holder, please print such Person's name and address: Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- ---------------------------- ---------------------------- Name Name ------------------------------ ----------------------------------------- ---------------------------- ---------------------------- Address Address ---------------------------- ---------------------------- ---------------------------- ---------------------------- ---------------------------- ---------------------------- Social Security or other Taxpayer Identification Number, if any ---------------------------- ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Growth PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Growth PRIDES evidenced by this Normal Units Growth PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units Growth PRIDES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Growth PRIDES Certificate representing any Normal Units Growth PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ :______________________ __________________________ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- _________________________ Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock of Growth REGISTERED HOLDER PRIDES Certificates are to be REGISTERED HOLDER registered regis- tered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ---------------------------- ---------------------------- Name Name ------------------------------ ----------------------------------------- ---------------------------- ---------------------------- Address Address ---------------------------- ---------------------------- ---------------------------- ---------------------------- ---------------------------- ---------------------------- Social Security or other Taxpayer Identification Number, if any ---------------------------- Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Securities Transferable Upon Early Settlement or a Termination Event: ------------------------------------ ------------------------------------ ------------------------------------ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Principal Amount Amount of Amount of of the this Global Decrease Signature of decrease in Increase increase in Certificate Signature authorized Principal Amount Principal Amount following such officer of Stated Amount Stated Amount Following Authorized Trustee of the Global of the Global Such Decrease Officer of decrease or or Securities Date Certificate Certificate increase Custodian EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000-0000 Attention: Corporate Trust Administration Department Re: FELINE PRIDES of Cendant Corporation (the "Company"), and Cendant Capital I We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______ ___, 1998, among the Company, yourselves, as Collateral Agent, and ourselves, as Purchase Contract Agent and as attorney-in-fact for the holders of [Income PRIDES] [Growth PRIDES] from time to time, that the holder of securities listed below (the "Holder") has elected to substitute [$_____ aggregate [principal amount] of Treasury Securities] [$_______ Stated Amount of Preferred Securities or Increase the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] in exchange for the [Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Income PRIDES] [Growth PRIDES] to us in accordance with the Holder's instructions. Date:____________________ _________________________________ By:______________________________ Name: Title: Signature Guarantee:_____________ Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] for the [Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities]: _____________________________ _____________________________ Name Social Security or other Taxpayer Identification Number, if any _____________________________ Address _____________________________ _____________________________ EXHIBIT D INSTRUCTION TO PURCHASE CONTRACT AGENT The First National Bank of Chicago Xxx Xxxxx Xxxxxxxx Xxxxx Xxxxx 0000 Xxxxxxx, XX 00000-0000 Attention: Corporate Trust Services Division Re: FELINE PRIDES of Cendant Corporation (the "Company"), and Cendant Capital I The undersigned Holder hereby notifies you that it has delivered to The Chase Manhattan Bank, as Collateral Agent, $_______ aggregate principal amount of [Treasury Securities] [Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] in exchange for the [Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section 4.1 of the Pledge Agreement, dated _______ ___, 1998, between you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent -------- ------------- ------------- ------------- ------------all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] related to such [Income PRIDES] [Growth PRIDES]. Date:____________________ _________________________________ By:______________________________

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Forward Purchase Contract Settlement Date of the Forward Purchase Contracts underlying the number of Normal Units Upper DECS evidenced by this Normal Units Upper DECS Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ _________________ ________________________________ Signature Signature Guarantee: -------------------- ___________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address REGISTERED HOLDER and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ______________________________ ______________________________ Name Name ------------------------------ ----------------------------------------- ______________________________ ______________________________ Address Address ______________________________ ______________________________ Social Security or other Taxpayer Identification Number, if any _____________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Upper DECS Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Normal Units Upper DECS evidenced by this Normal Units Upper DECS Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Normal Units Upper DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Upper DECS, Holders may early settle Upper DECS only in integral multiples of 32,000 Upper DECS or another integral multiple such that the Treasury Securities to be deposited and those to be released are in integral multiples of $1,000. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Upper DECS Certificate representing any Normal Units Upper DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration Notes or the Pledged appropriate Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ _________________ ________________________________ Signature Guarantee: Signature Guarantee: --------------- -------------------- Guarantee (if assigned to another person):__________________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock or Upper DECS Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please (i) print such Person's name and addressaddress and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- ______________________________ Name ______________________________ Address ______________________________ ______________________________ ______________________________ ______________________________ REGISTERED HOLDER Please print name and address of Registered Holder: ______________________________ Name ------------------------------ ----------------------------------------- ______________________________ Address Address ______________________________ ______________________________ ______________________________ ______________________________ Social Security or other Taxpayer Identification Number, if any ____________________________________ Transfer instructions Instructions for Pledged pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Signature of authorized Amount of Amount of Stated Amount of this signatory of Purchase decrease in Stated increase in Stated Global Certificate Contract Agent or Amount of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of following such decrease Securities Custodian Date Certificate Certificate or Increase increase Agent -------- ------------- ------------- ------------- ----------------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- EXHIBIT B (Form of Face of Stripped DECS Certificate) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE FORWARD PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE FORWARD PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]* No. _____ CUSIP No. Number of Stripped DECS _______ ------------------ * To be inserted in Global Certificates only.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for WGP Common Units, shares of Common APC Stock or other securities, as applicable, deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Units Purchase Contracts evidenced by this Normal Units Certificate Purchase Contract be registered in the name of, and delivered, together with and/or a check in payment for the cash deliverable upon settlement of such Purchase Contracts (including for any fractional shareWGP Common Unit or fractional share of APC Stock) be paid, to the undersigned at the address indicated below unless a different name and address have been indicated below. If WGP Common Units, shares of APC Stock or other securities, as applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental thereto, as provided in the Purchase Contract Agreement. Dated: Signature Signature Guarantee: (if assigned to another Person) If securities are to be registered in the name of and delivered to (or cash is to be paid to) a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement (which Early Settlement may, as applicable, be deemed to be in connection with a Fundamental Change pursuant to Section 4.07 of the Purchase Contract Agreement) in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced by this Purchase Contract as specified below. The undersigned Holder directs that a certificate for WGP Common Units, shares of APC Stock or other securities, as applicable, deliverable upon such Early Settlement be registered in the name of, and delivered, and/or a check in payment for the cash deliverable upon such Early Settlement (including for any fractional WGP Common Unit or fractional share of APC Stock) be paid, together with any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If WGP Common Units, shares of APC Stock or other securities, as applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto, as provided in the Purchase Contract Agreement. Dated: Signature: ----------------------- ------------------------------ Signature Signature Guarantee: -------------------- (if assigned Number of Purchase Contracts evidenced hereby as to another person) which Early Settlement is being elected: If WGP Common Units, shares of APC Stock or other securities are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Certificate representing any Normal Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ Signature Guarantee: Signature Guarantee: --------------- -------------------- Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: SCHEDULE A [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE THE NUMBER OF PURCHASE CONTRACTS EVIDENCED BY THIS PURCHASE CONTRACT]* The initial number of Purchase Contracts evidenced by this certificate is . The following increases or decreases in this Global Certificate certificate have been made: Stated Amount Date Amount of increase in number of Purchase Contracts evidenced hereby Amount of decrease in number of the Global Decrease in Increase in Certificate Purchase Contracts evidenced hereby Number of Purchase Contracts evidenced hereby following such decrease or increase Signature of Stated Amount Stated Amount Following Authorized authorized signatory of the Purchase Contract Agent * Include only if a Global of the Global Such Decrease Officer of Date Certificate Certificate or Increase Agent -------- ------------- ------------- ------------- ------------Purchase Contract.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Units Income PRIDES evidenced by this Normal Units Income PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ _________________ ____________________________________ Signature Signature Guarantee: -------------------- ___________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address REGISTERED HOLDER and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any __________________________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Income PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Income PRIDES evidenced by this Normal Units Income PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units Income PRIDES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Income PRIDES, Holders may early settle Income PRIDES only in integral multiples of 40 Income PRIDES. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Income PRIDES Certificate representing any Normal Units Income PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration Notes or the Pledged appropriate Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ _________________ ____________________________________ Signature Signature Guarantee: ___________ (if assigned to another person) Signature Guarantee: --------------- -------------------- Guarantee (if assigned to another person): ____________________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Income PRIDES Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please (i) print such Person's name and addressaddress and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Name Address REGISTERED HOLDER Please print name and address of Registered Holder: Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ___________________________________________________ Transfer instructions Instructions for Pledged pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Signature of authorized Amount of Amount of Stated Amount of this signatory of Purchase decrease in Stated increase in Stated Global Certificate Contract Agent or Amount of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of following such decrease Securities Custodian Date Certificate Certificate or Increase increase Agent -------- ------------- ------------- ------------- ------------______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ EXHIBIT B (Form of Face of Growth PRIDES Certificate) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR RXXXXXXXXXXX XX XXXXXXXX, XXXXXXXE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]* No. _______ CUSIP No. 36239Y300 Number of Growth PRIDES _______ ----------- * To be xxxxxxxx in Global Certificates only.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock [First] [Second] Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Units Growth PRIDES evidenced by this Normal Units Growth PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ ------------ ----------------------------------- Signature Signature Guarantee: -------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another person"STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Holder, please print such Person's name and address: Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- ------------------------------ Name Name ------------------------------ ----------------------------------------- ------------------------------ Address Address Social Security or other Taxpayer Identification Number, if any ------------------------------------------ ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Growth PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Growth PRIDES evidenced by this Normal Units Growth PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Growth PRIDES Certificate representing any Normal Units Growth PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ -------------- ----------------------------------- Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- ----------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock of REGISTERED HOLDER Growth PRIDES Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ----------------------------- ------------------------------- Name Name ------------------------------ ----------------------------------------- ----------------------------- ------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ------------------------------ Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Securities Transferable Upon Early Settlement or a Termination Event: ----------------------------------------------------------------- ----------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount ================================================================= PRINCIPAL AMOUNT OF SIGNATURE AMOUNT OF AMOUNT OF THIS GLOBAL OF AUTHO- DECREASE IN INCREASE IN CERTIFICATE RIZED PRINCIPAL PRINCIPAL FOLLOWING OFFICER OF AMOUNT OF AMOUNT OF SUCH TRUSTEE OR THE GLOBAL THE GLOBAL DECREASE OR SECURITIES DATE CERTIFICATE CERTIFICATE INCREASE CUSTODIAN ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ================================================================= EXHIBIT C NOTICE TO SETTLE BY SEPARATE CASH Attention: Re: Securities of Amount of Texas Utilities Company (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Global Decrease in Increase in Certificate Signature Purchase Contract Agreement, dated as of Stated Amount Stated Amount Following Authorized , 1998 among the Company, ------ --- yourselves, as Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Global Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the [First] [Second] Purchase Contract Settlement Date, (in lawful money of the Global Such Decrease Officer United States by [certified or cashiers check or] wire transfer, in immediately available funds), $ as the --------- Purchase Price for the shares of Date Certificate Certificate Common Stock issuable to such Holder by the Company under the related Purchase Contract on the [First] [Second] Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders election to make such cash settlement with respect to the Purchase Contracts related to such Holder's [Income PRIDES] [Growth PRIDES]. Dated: ------------ ----------------------------------- Signature Signature Guarantee: ------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or Increase participation in the Security Transfer Agent -------- ------------- ------------- ------------- ------------Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: -------------------- ----------------------------------- Name Social Security or other Taxpayer Identification Number, if any Address ------------------------ ------------------------

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Units Growth PRIDES evidenced by this Normal Units Growth PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ _________________ ________________________________________ Signature Signature Guarantee: -------------------- ___________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any _________________________________________________________ REGISTERED HOLDER Please print name and address of Registered Holder: Name Address ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Growth PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Growth PRIDES evidenced by this Normal Units Growth PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units Growth PRIDES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Growth PRIDES Certificate representing any Normal Units Growth PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ :________________ ____________________________________________ Signature Signature Guarantee: Signature Guarantee: --------------- -------------------- ____________________________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Growth PRIDES Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, please (i) print such Person's name and addressaddress and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any __________________________________________________________ Please print name and address of Registered Holder: Name Address Transfer instructions Instructions for Pledged Notes, Pledged pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Securities Transferable Upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Signature of authorized Amount of Amount of Stated Amount of this signatory of Purchase decrease in Stated increase in Stated Global Certificate Contract Agent or Amount of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of following such decrease Securities Custodian Date Certificate Certificate or Increase increase Agent -------- ------------- ------------- ------------- ------------____________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Units Type A Securities evidenced by this Normal Units Type A Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ ------------------------ --------------------------------------------- Signature Signature Guarantee: -------------------- --------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another person"STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ----------------------------------- ----------------------------------- Name Name ------------------------------ ----------------------------------------- ----------------------------------- ----------------------------------- ----------------------------------- ----------------------------------- ----------------------------------- ----------------------------------- Address Address -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Type A Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units Type A Securities evidenced by this Normal Units Type A Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Type A Certificate representing any Normal Units Type A Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration Debentures or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ ------------------------ --------------------------------------------- Signature Guarantee: Signature Guarantee: --------------- -------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Type A Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged NotesDebentures, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other REGISTERED HOLDER than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: ----------------------------------- ----------------------------------- Name Name ------------------------------ ----------------------------------------- ----------------------------------- ----------------------------------- Address Address ----------------------------------- ----------------------------------- ----------------------------------- ----------------------------------- -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged NotesDebentures, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- PRINCIPAL AMOUNT OF AMOUNT OF DECREASE AMOUNT OF INCREASE THIS GLOBAL SIGNATURE OF IN PRINCIPAL AMOUNT IN PRINCIPAL AMOUNT CERTIFICATE AUTHORIZED OFFICER OF THE GLOBAL OF THE GLOBAL FOLLOWING SUCH OF TRUSTEE OR DATE CERTIFICATE CERTIFICATE DECREASE OR INCREASE SECURITIES CUSTODIAN -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- EXHIBIT B FORM OF TYPE B CERTIFICATE THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR REXXXXXXXXXX XX XXXXXXXX, XXXXXXXX OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. _____ CUSIP No. Number of Amount Type B Securities _______ FPL GROUP, INC. Form of Face of Type B Certificate This Type B Certificate certifies that ___________ is the registered Holder of the Global Decrease number of Type B Securities set forth above. Each Type B Security represents (a) a stock purchase contract (as modified and supplemented and in Increase effect from time to time, a "Purchase Contract") of FPL Group, Inc., a Florida corporation (the "Company"), and (b) a [1/20] undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to [$1,000], subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement. All capitalized terms used herein without definition herein shall have the meaning set forth in Certificate Signature the Purchase Contract Agreement referred to below. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of Stated Amount Stated Amount Following Authorized each Type B Securities evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Global Company, to secure the obligations of the Global Holder under the Purchase Contract comprising a portion of such Type B Securities. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Type B Securities to the accounts designated by them in writing for such purpose no later than 2:00 p.m., New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of the principal of any Pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Type B Securities of which such Pledged Treasury Securities are a part under the Purchaser Contracts forming a part of such Type B Securities. Each Purchase Contract evidenced hereby obligates the Holder of this Type B Certificate to purchase, and the Company to sell, on _________ (the "Purchase Contract Settlement Date"), at a price of $____ (the "Stated Amount"), a number of shares of Common Stock, $0.01 par value ("Common Stock"), of the Company equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Type B Securities of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Type B Security evidenced hereby an amount (the "Contract Adjustment Payments") equal to ___% per annum of the Stated Amount, computed on the basis of a 360-day year of twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Such Decrease Officer Contract Adjustment Payments shall be payable to the Person in whose name this Type B Certificate (or a Predecessor Type B Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Agent in The City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Type B Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Type B Certificate Certificate shall not be entitled to any benefit under the Pledge Agreement or Increase Agent -------- ------------- ------------- ------------- ------------the Purchase Contract Agreement or be valid or obligatory for any purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Normal Corporate Units evidenced by this Normal Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional shareshare (if the Company elects not to issue fractional shares), to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ -------------------- ------------------------------- Signature Signature Guarantee: -------------------- ---------- (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other" signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address REGISTERED HOLDER and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Please print name and address of Registered Holder: --------------------------- ------------------------------- Name Name ------------------------------ ----------------------------------------- --------------------------- ------------------------------- Address Address --------------------------- ------------------------------- --------------------------- ------------------------------- Social Security or other Taxpayer Identification Number, if any ------------------------------- ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Corporate Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Corporate Units evidenced by this Normal Corporate Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Corporate Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; PROVIDED, HOWEVER, that if the Treasury Portfolio has replaced the Notes as a component of the Corporate Units as the result of a successful Initial Remarketing of the Notes or a Tax Event Redemption, no early settlement may occur. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share (if the Company elects not to issue fractional shares) and any Normal Corporate Units Certificate representing any Normal Corporate Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Notes deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ --------------------- --------------------------------- Signature Guarantee: Signature Guarantee: --------------- -------------------- Guarantee (if assigned to another person): --------------------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate Units Certificates are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Notes are to be transferred to a Person other than the Holder, please (i) print such Person's name and addressaddress and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- -------------------------------- Name -------------------------------- Address -------------------------------- -------------------------------- -------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: -------------------------------- Name ------------------------------ ----------------------------------------- -------------------------------- Address Address -------------------------------- -------------------------------- -------------------------------- -------------------------------- Social Security or other Taxpayer Identification Number, if any -------------------------------- Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Notes Transferable Upon Early Settlement or a Termination Event: ------------------------------------------------------------------------ ------------------------------------------------------------------------ ------------------------------------------------------------------------ ------------------------------------------------------------------------ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Date Amount of Amount of Stated Amount of the Global Decrease in Increase in Certificate Signature of decrease in increase in this Global authorized Stated Amount Stated Amount Following Authorized Certificate signatory of of the Global of the Global Such Decrease Officer of Date following such Purchase Contract Certificate Certificate decrease or Increase Agent -------- ------------- ------------- ------------- ------------of increase Securities Custodian -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT B (Form of Face of Treasury Units Certificate) THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR XXXXXXXXXXXX XX XXXXXXXX, XXXXANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. CUSIP NO.