Common use of SETTLEMENT INSTRUCTIONS Clause in Contracts

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Convertible Preferred Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Units evidenced by this 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: (if assigned to another person) If shares are to be registered in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such 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 Signature Signature Guarantee: ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT The undersigned Holder of this Cash Settled Units Certificate hereby irrevocably exercises the option to effect [Early 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 Cash Settled Units evidenced by this Cash Settled Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Stock deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with any Cash Settled Units Certificate representing any Cash Settled Units evidenced hereby as to which [Early 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 Cash deliverable upon such [Early 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: Number of Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible Preferred Stock or Cash Settled Units Certificates are to be registered in the name of and delivered to and Pledged Cash is 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 REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable upon [Early Settlement] [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 0. The following increases or decreases in this Global Certificate have been made: 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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes] [Cash] in exchange for [proceeds of the Pro Rata Portions of the Treasury Unit Collateral corresponding to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the [Notes underlying Pledged Applicable Ownership Interests in Notes] [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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate 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 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 Convertible Preferred Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Treasury Units evidenced by this Cash Settled 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 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 Securities Transfer Agents 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 in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of registered 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 Cash Settled Units Treasury Unit Certificate hereby irrevocably exercises the option to effect [Early 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 Cash Settled Treasury Units evidenced by this Cash Settled Units Treasury Unit Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock or other securities deliverable upon such [Early 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 Cash Settled Units fractional share and any Treasury Unit Certificate representing any Cash Settled Treasury Units evidenced hereby as to which [Early 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. The Pledged Cash Treasury Securities deliverable upon such [Early Settlement] [Fundamental 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 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 Securities Transfer Agents 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] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible Preferred Common Stock or Cash Settled Units other securities or Treasury Unit Certificates are to be registered in the name of and delivered to and Pledged Cash is Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of registered Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable Treasury Securities transferable upon [Early Settlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Cash Settled Treasury Units evidenced by this Global Certificate is 0________. The following increases or decreases in this Global Certificate have been made: Date Amount of increase decrease in the number of Cash Settled Treasury Units evidenced by the this Global Certificate Amount of decrease increase in the number of Cash Settled Treasury Units evidenced by the this Global Certificate Number of Cash Settled Treasury Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory officer 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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes] [Cash] in exchange for [proceeds of the Pro Rata Portions of the Treasury Unit Collateral corresponding to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the [Notes underlying Pledged Applicable Ownership Interests in Notes] [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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate 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 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 depositary shares of Convertible Preferred Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Stock Purchase Contracts underlying the number of Cash Settled Units Treasury MCAPS evidenced by this Cash Settled Units Treasury MCAPS 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: (if assigned to another person) If shares are to be registered in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such 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 Signature Signature Guarantee: ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT The undersigned Holder of this Cash Settled Units Certificate hereby irrevocably exercises the option (if assigned to effect [Early 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 Cash Settled Units evidenced by this Cash Settled Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Stock deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with any Cash Settled Units Certificate representing any Cash Settled Units evidenced hereby as to which [Early 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 Cash deliverable upon such [Early 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: Number of Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible Preferred Stock or Cash Settled Units Certificates are to be registered in the name of and delivered to and Pledged Cash is 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 REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable upon [Early Settlement] [Fundamental Change Early Settlement]: [another person) {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 0. The following increases or decreases in this Global Certificate have been made: Date Amount of increase in number Number of Cash Settled Units Treasury MCAPS evidenced by the Global Certificate Amount of decrease in number Number of Cash Settled Units Treasury MCAPS evidenced by the Global Certificate Number of Cash Settled Units Treasury MCAPS evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory of Stock Purchase Contract Agent EXHIBIT D C INSTRUCTION TO STOCK PURCHASE CONTRACT AGENT FROM HOLDER (To Create Treasury Units or Corporate Units) The Bank of New York Mellon Trust CompanyAttn.: MBS Group 000 Xxxxxxx Xxxxxx, National AssociationFloor 4 West New York, as Purchase Contract Agent [Address] NY 10286 Re: [ Corporate Units] [ {Creation of Treasury Units] MCAPS} {Recreation of Sxxxxxx Xxxxx & Dxxxxx, Normal MCAPS} of Xxxxxx Brothers Holdings Inc., a Connecticut Delaware corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered to HSBC The Bank USA, National Association, of New York as Securities IntermediaryCollateral Agent, for credit to the Collateral Account, $ aggregate [Value of Notesprincipal] [Cashliquidation] amount of {Treasury Securities}{Trust Preferred Securities} in exchange for [proceeds of the Pro Rata Portions of the {Pledged Trust Preferred Securities} {Pledged Treasury Unit Collateral corresponding to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] Securities} held in the Collateral Account, in accordance with the Purchase Contract and Pledge Collateral Agreement, dated as of November 5May 17, 2010 2007 (the “Collateral Agreement”; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), among 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 undersigned Holder the [Notes underlying {Pledged Applicable Ownership Interests in Notes] [Trust Preferred Securities} {Pledged Treasury Unit Proceeds] Securities} related to such [Corporate Units] [{Normal MCAPS} {Treasury Units]MCAPS}. Dated: SignatureDate: Signature Guarantee: Please print name and address of registered Registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address EXHIBIT E INSTRUCTION TO D NOTICE FROM STOCK PURCHASE CONTRACT AGENT FROM HOLDER TO HOLDERS (To Create Cash Settled UnitsTransfer of Collateral upon Occurrence of a Termination Event) The Bank of New York Mellon Trust Company, National Association, as Purchase Contract Agent [Address] {HOLDER} Attention: Telecopy: Re: Cash Settled Units {Normal MCAPS} {Treasury MCAPS} of Sxxxxxx Xxxxx & Dxxxxx, Xxxxxx Brothers Holdings Inc., a Connecticut Delaware corporation (the “CompanyCOMPANY”). The undersigned Holder hereby notifies you that it has delivered to HSBC Bank USA, National Association, as Securities Intermediary, for credit ) Please refer to the Collateral Account, $ in exchange for an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Stock Purchase Contract and Pledge Agreement, dated as of November 5May 17, 2010 2007 (the “Stock Purchase Contract Agreement”; unless otherwise defined herein, terms defined in the Stock Purchase Contract Agreement are used herein as defined therein), among youbetween the Company and the undersigned, as Stock Purchase Contract Agent and as attorney-in-fact for the holders of Normal MCAPS and Treasury MCAPS from time to time. We hereby notify you that a Termination Event has occurred and that {the Trust Preferred Securities} {the Qualifying Treasury Securities} comprising a portion of your ownership interest in {Normal MCAPS} {Treasury MCAPS} have been released and are being held by us for your account pending receipt of transfer instructions with respect to such {Trust Preferred Securities} {Qualifying Treasury Securities} (the “Released Securities”). Pursuant to Section 3.15 of the 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 MCAPS]{Treasury MCAPS} effected through book-entry or by delivery to us of your {Normal MCAPS Certificate]{Treasury MCAPS 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 MCAPS}{Treasury MCAPS} are transferred or your {Normal MCAPS Certificate} {Treasury MCAPS Certificate} is surrendered or satisfactory evidence is provided that such {Normal MCAPS Certificate}{Treasury MCAPS Certificate} has been destroyed, lost or stolen, together with any indemnification that we or the Company may require. Dated: By: U.S. BANK NATIONAL ASSOCIATION By: Name: Title: Authorized Signatory EXHIBIT E NOTICE TO SETTLE BY TREASURY SECURITIES U.S. BANK NATIONAL ASSOCIATION The Stock Purchase Contract Agent Xxx Xxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxx, XX 00000 Attention: Corporate Trust Services Facsimile: 000-000-0000 Re: Normal MCAPS of Xxxxxx Brothers Holdings Inc., a Delaware corporation (the “Company, the Collateral Agent, the Custodial Agent and the Securities Intermediary. ”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 6.2(b) of the Stock Purchase Contract Agreement, dated as of May 17, 2007 (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 paid all applicable fees and expenses relating 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 first Business Day immediately preceding the beginning of the Remarketing Period (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 depositary shares issuable to such exchangeHolder by the Company with respect to Stock Purchase Contracts on the Stock Purchase Date. The undersigned Holder hereby instructs you to instruct notify promptly the Collateral Agent to release to you on behalf of the undersigned Holder Holders’ election to make such Settlement with Treasury Securities with respect to the Notes underlying Pledged Applicable Ownership Interests in Notes Stock Purchase Contracts related to such Corporate UnitsHolder’s Normal MCAPS. Dated: Signature: Signature Guarantee: Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address EXHIBIT F NOTICE FROM STOCK PURCHASE CONTRACT AGENT TO HOLDERS UPON TERMINATION EVENT COLLATERAL AGENT (Transfer Settlement of Collateral upon Occurrence Stock Purchase Contract through Remarketing) The Bank of New York Attn.: MBS Group 000 Xxxxxxx Xxxxxx, Floor 4 West New York, NY 10286 Re: Normal MCAPS of Xxxxxx Brothers Holdings Inc., a Termination EventDelaware corporation (the “Company”) [HOLDER] AttentionPlease refer to the Stock Purchase Contract Agreement, dated as of May 17, 2007 (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 MCAPS from time to time. In accordance with Section 6.2(b) of the Stock Purchase Contract Agreement and, based on notices of Settlement with Treasury Securities received from Holders of Normal MCAPS as of 5:00 p.m. (New York City time), on the second Business Day immediately preceding the beginning of the Remarketing Period, we hereby notify you that an aggregate liquidation amount of $ Trust Preferred Securities are to be tendered for purchase in the Remarketing. Dated: Telecopy:By: U.S. BANK NATIONAL ASSOCIATION, as the Stock Purchase Contract Agent By: Name: Title: Authorized Signatory

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Convertible Preferred Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Corporate Units evidenced by this Cash Settled Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, delivered 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: (if assigned to another person) If shares are to be registered in the name of and delivered to a REGISTERED HOLDER Person other than the 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 Signature Signature Guarantee: ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT The undersigned Holder of this Cash Settled Corporate Units Certificate hereby irrevocably exercises the option to effect [Early 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 Cash Settled Corporate Units evidenced by this Cash Settled Corporate Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Corporate Units in multiples of [20][10] Cash Settled Corporate Units or an integral multiple thereof; provided that if Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in the Notes as a component of the Corporate Units, Corporate Units Holders may only effect [Early Settlement] [Fundamental Change Early Settlement] in multiples of 16,000 Corporate Units (or such other number of Corporate Units as may be determined by the Remarketing Agent(s) upon a Successful Remarketing of Notes, which number shall be provided to a Holder by the Company at the request of such Holder). The undersigned Holder directs that a certificate for shares of Convertible Preferred Stock deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with any Cash Settled Corporate Units Certificate representing any Cash Settled Corporate Units evidenced hereby as to which [Early 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. Notes underlying Pledged Cash Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early 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: Number of Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible Preferred Stock or Cash Settled Corporate Units Certificates are to be registered in the name of and delivered REGISTERED HOLDER to and Pledged Cash is Notes are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Notes underlying Pledged Cash Transferable Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Cash Settled Corporate Units evidenced by this Global Certificate is 0. The following increases or decreases in this Global Certificate have been made: Date Amount of increase in number of Cash Settled Corporate Units evidenced by the Global Certificate Amount of decrease in number of Cash Settled Corporate Units evidenced by the Global Certificate Number of Cash Settled Corporate Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory of Purchase Contract Agent EXHIBIT D INSTRUCTION TO 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 AGENT FROM HOLDER 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 (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 Sxxxxxx Xxxxx & Dxxxxx, Inc., a Connecticut corporation (the THE “CompanyDEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. The undersigned Holder hereby notifies you that it has delivered to HSBC Bank USATHIS 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, National AssociationEXCHANGE OR PAYMENT, as Securities Intermediary, for credit to the Collateral Account, $ [Value of Notes] [Cash] in exchange for [proceeds of the Pro Rata Portions of the Treasury Unit Collateral corresponding to Treasury Units 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 (the “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined thereinAND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), among youANY TRANSFER, the CompanyPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, the Collateral AgentCEDE & CO., 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 undersigned Holder the [Notes underlying Pledged Applicable Ownership Interests in Notes] [Treasury Unit Proceeds] related to such [Corporate Units] [Treasury UnitsHAS AN INTEREST HEREIN.]. 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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate 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 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 In connection with the Cash Merger Event dated , , the undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock deliverable upon settlement on or after the Purchase Contract settlement date in respect of the applicable Cash Merger Early Settlement Date of the Purchase Contracts underlying the number of Cash Settled Treasury PEPS Units evidenced by this Cash Settled Treasury PEPS Units Certificate specified below 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) Number of Securities evidenced hereby as to which such Cash Merger Early Settlement of the related Purchase Contracts is being elected: If shares are to be registered in the REGISTERED HOLDER name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print Please print name and address of such Person’s 's name and address and Registered Holder: (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 GuaranteeTransfer Instructions for Pledged Treasury Securities Transferable Upon Early Settlement or a Termination Event: ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT The undersigned Holder of this Cash Settled Treasury PEPS Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Fundamental Change Early Settlement] Settlement in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Cash Settled Treasury PEPS Units evidenced by this Cash Settled Treasury PEPS Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] Settlement may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units Treasury PEPS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] Settlement be registered in the name of, and delivered, together with a check in payment for any Cash Settled fractional share and any Treasury PEPS Units Certificate representing any Cash Settled Treasury PEPS Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] 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 Cash Treasury Securities deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] 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: 123 Number of Units Securities evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] Settlement of the related Purchase Contracts is being elected: If shares of Convertible Preferred Stock or Cash Settled Units Certificates are to be registered in the REGISTERED HOLDER name of and delivered to and Pledged Cash is to be transferred to a Person other than the Holder, please (i) print such Person’s 's name and address: REGISTERED HOLDER address and (ii) Please print name and address provide a guarantee of registered your signature: of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable upon [Early Settlement] [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 0. The following increases or decreases in this Global Certificate have been made: 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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes] [Cash] in exchange for [proceeds of the Pro Rata Portions of the Treasury Unit Collateral corresponding to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the [Notes underlying Pledged Applicable Ownership Interests in Notes] [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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate 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 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 Convertible Preferred Stock a depositary share deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Stock Purchase Contracts underlying the number of Cash Settled Units Normal MCAPS evidenced by this Cash Settled Units Normal MCAPS 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 name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of registered 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 Cash Settled Units Certificate hereby irrevocably exercises the option to effect [Early 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 Cash Settled Units evidenced by this Cash Settled Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Stock deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with any Cash Settled Units Certificate representing any Cash Settled Units evidenced hereby as to which [Early 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 Cash deliverable upon such [Early 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: Number of Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible Preferred Stock or Cash Settled Units Certificates are to be registered in the name of and delivered to and Pledged Cash is 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 REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable upon [Early Settlement] [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 0. The following increases or decreases in this Global Certificate have been made: Date Amount of increase in number Number of Cash Settled Units Normal MCAPS evidenced by the Global Certificate Amount of decrease in number Number of Cash Settled Units Normal MCAPS evidenced by the Global Certificate Number of Cash Settled Units Normal MCAPS evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory of Stock Purchase Contract Agent EXHIBIT D INSTRUCTION TO B (FORM OF FACE OF TREASURY MCAPS CERTIFICATE) {For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE STOCK PURCHASE CONTRACT AGENT FROM HOLDER AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (To Create 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 AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.} No. CUSIP No. Number of Treasury Units MCAPS: XXXXXX BROTHERS HOLDINGS INC. Treasury MCAPS This Treasury MCAPS Certificate certifies that {Cede & Co.} is the registered Holder of the number of Treasury MCAPS set forth above {for inclusion in Global Certificates only – or Corporate Unitssuch other number of Treasury MCAPS reflected in the Schedule of Increases or Decreases in the Global Certificate attached hereto}. Each Treasury MCAPS consists of (i) The Bank a Qualifying Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of New York Mellon Trust Companysuch Qualifying Treasury Security by such Holder pursuant to the Collateral Agreement, National Association, as and (ii) the rights and obligations of the Holder under one Stock Purchase Contract Agent [Address] Re: [ Corporate Units] [ Treasury Units] of Sxxxxxx Xxxxx & Dxxxxx, with Xxxxxx Brothers Holdings Inc., a Connecticut Delaware corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered to HSBC Bank USA, National Association, All capitalized terms used herein which are defined in the Stock Purchase Contract Agreement (as Securities Intermediary, for credit defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Collateral AccountAgreement, $ [Value the Qualifying Treasury Security constituting part of Notes] [Cash] in exchange each Treasury MCAPS evidenced hereby have been pledged to the Collateral Agent, for [proceeds the benefit of the Pro Rata Portions Company, to secure the obligations of the Holder under the Stock Purchase Contract comprising part of such Treasury MCAPS. Each Stock Purchase Contract evidenced hereby obligates the Holder of this Treasury MCAPS Certificate to purchase, and the Company to sell, on the Stock Purchase Date, at a price equal to $1,000 (the “Purchase Price”), one depositary share (“Depositary Share”), representing 1/100th of a share of the Non-Cumulative Perpetual Preferred Stock, Series I, $100,000 liquidation preference per share (the “Preferred Stock”), of the Company, unless on or prior to the Stock Purchase Date there shall have occurred a Termination Event with respect to such Stock Purchase Contract, all as provided in the Stock Purchase Contract Agreement and more fully described on the reverse hereof. The Purchase Price for a Depositary Share purchased pursuant to each Stock Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of the proceeds from the Qualifying Treasury Securities at maturity pledged to secure the obligations of the Holder under such Stock Purchase Contract of the Treasury Unit Collateral corresponding MCAPS of which such Stock Purchase Contract is a part. Each Holder of MCAPS agrees, by acceptance of MCAPS, and each Beneficial Owner agrees, by acceptance of a beneficial interest in MCAPS, for United States federal, state and local income and franchise tax purposes, (i) to treat a Holder’s acquisition of the Normal MCAPS as the acquisition of the Trust Preferred Securities and Stock Purchase Contract constituting the Normal MCAPS and Treasury Units (MCAPS as a unit consisting of Qualifying Treasury Securities and a Stock Purchase Contract and to treat each Holder as the “Treasury Unit Proceeds”)] [an equal Value owner of Notes underlying Pledged Applicable Ownership Interests in Notes] held the applicable interest in the Collateral Account, including the Trust Preferred Securities or the Qualifying Treasury Securities, (ii) the Debentures as indebtedness of the Company, and (iii) the fair market value of each $1,000 Initial Liquidation Amount of Trust Preferred Securities included in accordance with Normal MCAPS as $1,000 and the fair market value of each Stock Purchase Contract and Pledge Agreementas $0. The Company shall pay, dated as on each Payment Date, in respect of November 5each Stock Purchase Contract forming part of a Treasury MCAPS evidenced hereby, 2010 an amount (the “AgreementContract Payments”; unless otherwise defined herein) equal to 0.15% per year of the Stated Amount, terms defined subject to its rights provided for in the Stock Purchase Contract Agreement are used herein as defined therein)to defer Contract Payments. Such Contract Payments shall be payable to the Person in whose name this Treasury MCAPS 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 Stock Purchase Contract Agent in New York City. If the book-entry system for the Treasury MCAPS has been terminated, among youthe Contract Payments will be payable, at the option of the Company, by check mailed to 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 address of the undersigned Holder Person entitled thereto at such Person’s address as it appears on the [Notes underlying Pledged Applicable Ownership Interests in Notes] [Treasury Unit Proceeds] related Security Register, or by wire transfer to the account designated by such [Corporate Units] [Treasury Units]Person by a prior written notice to the Stock Purchase Contract Agent. Dated: Signature: Signature Guarantee: Please print name and address 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 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 authentication hereon has been executed by the Stock Purchase Contract Agent [Address] Re: Cash Settled Units of Sxxxxxx Xxxxx & Dxxxxxby manual signature, Inc., a Connecticut corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered this Treasury MCAPS Certificate shall not be entitled to HSBC Bank USA, National Association, as Securities Intermediary, for credit to any benefit under the Collateral Account, $ in exchange for an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes held in Agreement or the Collateral Account, in accordance with the Stock Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate Units. Dated: Signature: Signature Guarantee: Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if be valid or obligatory for 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:purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Convertible [Common Stock] [Preferred Stock Stock] deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Corporate Units evidenced by this Cash Settled 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 Guarantee: (if assigned to another person) If shares are to be registered in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of registered Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Cash Settled Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Fundamental Change Cash Merger Early SettlementSettlement following a Cash Merger] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Cash Settled Corporate Units evidenced by this Cash Settled Corporate Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible [Common Stock] [Preferred Stock Stock] or other securities deliverable upon such [Early Settlement] [Fundamental Change Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any Cash Settled fractional share and any Corporate Units Certificate representing any Cash Settled Corporate Units evidenced hereby as to which [Early Settlement] [Fundamental Change 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 Cash Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Fundamental Change 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 Guarantee: Number of Units evidenced hereby as to which [Early Settlement] [Fundamental Change Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible [Common Stock] [Preferred Stock Stock] or Cash Settled Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Cash is 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 name and address: REGISTERED HOLDER Please print name and address of registered Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Cash Merger Early Settlement]] or a Termination Event: EXHIBIT B [If the Unit is to be a Restricted Unit, insert the following—] [THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF ANY OF THESE SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF ANY OF THESE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.] [THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO BE ATTACHED A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A (IF AVAILABLE), (2) PURSUANT TO GLOBAL CERTIFICATESAN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.] SCHEDULE OF INCREASES OR DECREASES [IN GLOBAL CERTIFICATE The initial number of Cash Settled Units evidenced by this Global Certificate is 0. The following increases or decreases in this Global Certificate have been made: 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 CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE PURCHASE CONTRACT AGENT FROM HOLDER SUCH OPINIONS OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE IN FORM REASONABLY SATISFACTORY TO IT AS PROVIDED FOR IN THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS AS PROVIDED FOR IN THE INDENTURE.] (To Create FORM OF FACE OF TREASURY UNIT CERTIFICATE) No. [CUSIP No.] Number of Treasury Units: PNM RESOURCES, INC. Treasury Units This Treasury Units Certificate certifies that is the registered Holder of the number of Treasury Units set forth above. Each Treasury Unit consists of (i) a 1/40th, or Corporate Units2.5%, 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 Bank the rights and obligations of New York Mellon Trust Company, National Association, as the Holder under one Purchase Contract Agent [Address] Re: [ Corporate Units] [ Treasury Units] of Sxxxxxx Xxxxx & Dxxxxxwith PNM Resources, Inc., a Connecticut New Mexico corporation (the “Company”). The undersigned Holder 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 notifies you that it has delivered to HSBC Bank USA, National Association, as Securities Intermediary, for credit have been pledged to the Collateral AccountAgent, $ [Value of Notes] [Cash] in exchange for [proceeds the benefit of the Pro Rata Portions 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 16, 2008 (the “Purchase Contract Settlement Date”), at a price equal to $25 (the “Purchase Price”), a number of newly issued shares of common stock, no par value, (“Common Stock”) (or, under certain circumstances, one-tenth as many newly issued shares of Convertible Preferred Stock, Class A (“Preferred 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, 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 Unit Collateral corresponding 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 “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held applicable interest in the Collateral Account, including the Treasury Securities. The Company shall pay, on each Payment Date, in accordance with 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. 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. Contract Adjustment Payments will be payable at the office of the Purchase Contract and Pledge AgreementAgent in New York City. The Contract Adjustment Payments will be payable, dated as at the option of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among you, the Company, by check mailed to 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 address of the undersigned Holder Person entitled thereto at such Person’s address as it appears on the [Notes underlying Pledged Applicable Ownership Interests in Notes] [Treasury Unit Proceeds] related Security Register, or by wire transfer to the account designated by such [Corporate Units] [Treasury Units]Person by a prior written notice to the Purchase Contract Agent. Dated: Signature: Signature Guarantee: Please print name and address 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 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 authentication hereon has been executed by the Purchase Contract Agent [Address] Re: Cash Settled by manual signature, this Treasury Units of Sxxxxxx Xxxxx & Dxxxxx, Inc., a Connecticut corporation (Certificate shall not be entitled to any benefit under 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 Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with Pledge Agreement or the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate Units. Dated: Signature: Signature Guarantee: Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if be valid or obligatory for 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:purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Corporate Units evidenced by this Cash Settled Corporate 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 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 Securities Transfer Agents 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 in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such 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 Signature Signature Guarantee: ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT The undersigned Holder of this Cash Settled Units Corporate Unit Certificate hereby irrevocably exercises the option to effect [Early 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 Cash Settled Corporate Units evidenced by this Cash Settled Units Corporate Unit Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock or other securities deliverable upon such [Early 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 Cash Settled Units fractional share and any Corporate Unit Certificate representing any Cash Settled Corporate Units evidenced hereby as to which [Early 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. The Pledged Cash Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early 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 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 Securities Transfer Agents 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] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible Preferred Common Stock or Cash Settled Units other securities or Corporate Unit Certificates are to be registered in the name of and delivered to and Debentures underlying Pledged Cash is Applicable Ownership Interests in Debentures, or the Pledged 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 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 for Debentures underlying Pledged Cash Transferable Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Cash Settled Corporate Units evidenced by this Global Certificate is 0________. The following increases or decreases in this Global Certificate have been made: Date Amount of increase decrease in the number of Cash Settled Corporate Units evidenced by the this Global Certificate Amount of decrease increase in the number of Cash Settled Corporate Units evidenced by the this Global Certificate Number of Cash Settled Corporate Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory officer of Purchase Contract Agent EXHIBIT D INSTRUCTION TO B FORM OF TREASURY UNIT 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 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 FROM HOLDER (To Create 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. 65339F 812 Number of Treasury Units _______ NEXTERA ENERGY, INC. (Form of Face of Treasury Unit Certificate) Treasury Units ($50 Stated Amount) This Treasury Unit Certificate certifies that ___________ is the registered Holder of the number of Treasury Units set forth above [for inclusion in Global Certificates only-or Corporate Unitssuch other number of Treasury Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto], which number shall not exceed _________. Each Treasury Unit represents (a) The Bank the ownership by the Holder thereof of New York Mellon Trust Companya 5% undivided beneficial interest in a Treasury Security, National Associationsubject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, as Purchase Contract Agent [Address] Re: [ Corporate Units] [ Treasury Units] and (b) the rights and obligations of Sxxxxxx Xxxxx & Dxxxxxthe Holder thereof and of NextEra Energy, Inc., a Connecticut Florida corporation (the “Company”), under one Purchase Contract. The undersigned Holder All capitalized terms used herein without definition herein shall have the meaning set forth or incorporated by reference in the Purchase Contract Agreement referred to below. Pursuant to the Pledge Agreement, the undivided beneficial interest in a Treasury Security constituting part of each Treasury Unit evidenced hereby notifies you that it has delivered to HSBC Bank USA, National Association, as Securities Intermediary, for credit been pledged to the Collateral AccountAgent, $ [Value of Notes] [Cash] in exchange for [proceeds the benefit of the Pro Rata Portions Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Treasury Unit Unit. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral corresponding to Treasury Units Agent shall be paid by the Collateral Agent by wire transfer in same day funds (the “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held i) in the case of any principal payments with respect to any Pledged 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 AccountAgent (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 payments of the principal of any Pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the Purchase Contract and terms of the Pledge Agreement, dated as in full satisfaction of November 5the respective obligations of the Holders of the Treasury Units under the Purchase Contracts forming a part of such Treasury Units. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Unit Certificate to purchase, 2010 and the Company to sell, not later than September 1, 2019 (the “AgreementPurchase Contract Settlement Date”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 at a price of the undersigned Holder the [Notes underlying Pledged Applicable Ownership Interests $50 in Notes] [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 Sxxxxxx Xxxxx & Dxxxxx, Inc., a Connecticut corporation cash (the “CompanyPurchase Price”). The undersigned Holder hereby notifies you that it has delivered to HSBC Bank USA, National Associationa number of newly‑issued shares of Common Stock, as Securities Intermediarypar value $0.01 per share, for credit of the Company (“Common Stock”) determined by reference to the Collateral Accountapplicable Settlement Rate (as defined below), $ in exchange for an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with unless on or prior to the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate 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 F NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS UPON TERMINATION EVENT (Transfer of Collateral upon Occurrence of Settlement Date there shall have occurred a Termination Event) [HOLDER] Attention: Telecopy:, an Early Settlement or a Fundamental Change 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.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Treasury Units evidenced by this Cash Settled 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 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 Securities Transfer Agents 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 in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such 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 Signature Signature Guarantee: B-14 ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT The undersigned Holder of this Cash Settled Units Treasury Unit Certificate hereby irrevocably exercises the option to effect [Early 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 Cash Settled Treasury Units evidenced by this Cash Settled Units Treasury Unit Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock or other securities deliverable upon such [Early 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 Cash Settled Units fractional share and any Treasury Unit Certificate representing any Cash Settled Treasury Units evidenced hereby as to which [Early 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. The Pledged Cash Treasury Securities deliverable upon such [Early 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 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 Securities Transfer Agents 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] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible Preferred Common Stock or Cash Settled Units other securities or Treasury Unit Certificates are to be registered in the name of and delivered to and Pledged Cash is Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable Treasury Securities transferable upon [Early Settlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Cash Settled Treasury Units evidenced by this Global Certificate is 0________. The following increases or decreases in this Global Certificate have been made: Date Amount of increase decrease in the number of Cash Settled Treasury Units evidenced by the this Global Certificate Amount of decrease increase in the number of Cash Settled Treasury Units evidenced by the this Global Certificate Number of Cash Settled Treasury Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory officer of Purchase Contract Agent EXHIBIT D INSTRUCTION C NOTICE TO PURCHASE CONTRACT AGENT FROM HOLDER (To Create Treasury Units or Corporate Units) SETTLE BY SEPARATE CASH The Bank of New York Mellon Trust 000 Xxxxxxx Xxxxx Parkway East Syracuse, New York 13057 Attention: Corporate Trust‑Reorg Telecopy: __________________ Re: Equity Units of NextEra Energy, Inc. (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Purchase Contract Agreement, dated as of August 1, 2016 (the “Purchase Contract Agreement”), between the Company, National Associationyourselves, as Purchase Contract Agent [Address] Re: [ Corporate Units] [ Treasury Units] of Sxxxxxx Xxxxx & Dxxxxx, Inc., a Connecticut corporation (and as attorney‑in‑fact for 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 Notes] [Cash] in exchange for [proceeds Holders of the Pro Rata Portions of the Treasury Unit Collateral corresponding Purchase Contracts, that such Holder has elected to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among you, the Company, pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on [the Custodial Agent and sixth] [the] Business Day immediately preceding the Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating 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 exchangeHolder by the Company under the related Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to instruct notify promptly the Collateral Agent to release to you on behalf of the undersigned Holder Holder’s election to make such Cash Settlement with respect to the [Notes underlying Pledged Applicable Ownership Interests in Notes] [Treasury Unit Proceeds] Purchase Contracts related to such Holder’s [Corporate Units] [Treasury Units]. DatedIn completing this form, you should cross out “[Corporate Units]” or “[Treasury Units]”, 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. Date: SignatureBy: Name: Title: 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 Securities Transfer Agents 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. Please print name and address of registered Holder: Name Name: Social Security or other Taxpayer Identification TaxpayerIdentification 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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate 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 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 Convertible [Common Stock] [Preferred Stock Stock] deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Treasury Units evidenced by this Cash Settled 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: (if assigned to another person) If shares are to be registered in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person’s 's name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of registered Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Cash Settled Treasury Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Fundamental Change Cash Merger Early SettlementSettlement upon a Cash Merger] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Cash Settled Treasury Units evidenced by this Cash Settled Treasury Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Treasury Units in multiples of [20][10] Cash Settled Units with an aggregate Stated Amount equal to $___ or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible [Common Stock] [Preferred Stock Stock] or other securities deliverable upon such [Early Settlement] [Fundamental Change Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any Cash Settled fractional share and any Treasury Units Certificate representing any Cash Settled Treasury Units evidenced hereby as to which [Cash Merger Early Settlement] [Fundamental Change Early Settlement] 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 Cash Treasury Securities deliverable upon such [Early Settlement] [Fundamental Change 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 Guarantee: Number of Units evidenced hereby as to which [Early Settlement] [Fundamental Change Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible [Common Stock] [Preferred Stock Stock] or Cash Settled Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Cash is 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 Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Treasury Securities Transferable upon [Early Settlement] [Fundamental Change Cash Merger Early Settlement]] or a Termination Event: [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 0. The following increases or decreases in this Global Certificate have been made: 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 C INSTRUCTION TO PURCHASE CONTRACT AGENT FROM HOLDER (To Create Treasury Units or Corporate Units) The U.S. Bank of New York Mellon Trust Company, National Association, Association as Purchase Contract Agent [Address] 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attention: Corporate Trust Administration Telephone: (000) 000-0000 Telecopy: (000) 000-0000 Re: [ [_________ Corporate Units] [ [_________ Treasury Units] of Sxxxxxx Xxxxx & DxxxxxPNM Resources, Inc., Inc. a Connecticut New Mexico corporation (the “"Company”"). The undersigned Holder hereby notifies you that it has delivered to HSBC U.S. Bank USA, National Association, as Securities Intermediary, for credit to the Collateral Account, $ $_____ aggregate principal amount of [Value of Senior Notes] [CashTreasury Securities] in exchange for the [proceeds of the Pro Rata Portions of the Treasury Unit Collateral corresponding to Treasury Units (the “Treasury Unit Proceeds”)Pledged Senior Notes] [an equal Value of Notes underlying Pledged Treasury Securities] [Pledged Applicable Ownership Interests in NotesInterest] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5October 7, 2010 2005 (the “"Pledge Agreement”"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), among 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 undersigned Holder the [Notes underlying Pledged Applicable Ownership Interests in Senior Notes] [Pledged Treasury Unit ProceedsSecurities] related to such [Corporate Units] [Treasury Units] [Pledged Applicable Ownership Interest]. Dated: SignatureDate: Signature Guarantee: Please print name and address of registered 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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate 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 F D 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 Convertible Preferred Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Treasury Units evidenced by this Cash Settled 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 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 in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of registered 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 Cash Settled Units Treasury Unit Certificate hereby irrevocably exercises the option to effect [Early 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 Cash Settled Treasury Units evidenced by this Cash Settled Units Treasury Unit Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock or other securities deliverable upon such [Early 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 Cash Settled Units fractional share and any Treasury Unit Certificate representing any Cash Settled Treasury Units evidenced hereby as to which [Early 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. The Pledged Cash Treasury Securities deliverable upon such [Early Settlement] [Fundamental 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. Dated: 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 (“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] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible Preferred Common Stock or Cash Settled Units other securities or Treasury Unit Certificates are to be registered in the name of and delivered to and Pledged Cash is Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of registered Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable Treasury Securities transferable upon [Early Settlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Cash Settled Treasury Units evidenced by this Global Certificate is 0. The following increases or decreases in this Global Certificate have been made: Date Amount of increase decrease in the number of Cash Settled Treasury Units evidenced by the this Global Certificate Amount of decrease increase in the number of Cash Settled Treasury Units evidenced by the this Global Certificate Number of Cash Settled Treasury Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory officer of Purchase Contract Agent EXHIBIT D INSTRUCTION C NOTICE TO PURCHASE CONTRACT AGENT FROM HOLDER (To Create Treasury Units or Corporate Units) SETTLE BY SEPARATE CASH The Bank of New York Mellon Trust Attention: Telecopy: Re: Equity Units of FPL Group, Inc. (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, National Associationyourselves, as Purchase Contract Agent [Address] Re: [ Corporate Units] [ Treasury Units] of Sxxxxxx Xxxxx & Dxxxxx, Inc., a Connecticut corporation (and as Attorney-in-Fact for 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 Notes] [Cash] in exchange for [proceeds Holders of the Pro Rata Portions of the Treasury Unit Collateral corresponding Purchase Contracts, that such Holder has elected to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among you, the Company, pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Custodial Agent and sixth Business Day immediately preceding the Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating 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 exchangeHolder by the Company under the related Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to instruct notify promptly the Collateral Agent to release to you on behalf of the undersigned Holder Holder’s election to make such Cash Settlement with respect to the [Notes underlying Pledged Applicable Ownership Interests in Notes] [Treasury Unit Proceeds] Purchase Contracts related to such Holder’s [Corporate Units] [Treasury Units]. DatedIn completing this form, you should cross out “[Corporate Units]” or “[Treasury Units]”, as appropriate, if not applicable. Date: SignatureBy: 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 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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate 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 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 Convertible Preferred Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Treasury Units evidenced by this Cash Settled 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 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 Securities Transfer Agents 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 in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such 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 Signature Signature Guarantee: B-14 DB1/ 132079547.5 ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT The undersigned Holder of this Cash Settled Units Treasury Unit Certificate hereby irrevocably exercises the option to effect [Early 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 Cash Settled Treasury Units evidenced by this Cash Settled Units Treasury Unit Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock or other securities deliverable upon such [Early 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 Cash Settled Units fractional share and any Treasury Unit Certificate representing any Cash Settled Treasury Units evidenced hereby as to which [Early 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. The Pledged Cash Treasury Securities deliverable upon such [Early 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 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 Securities Transfer Agents 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] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible Preferred Common Stock or Cash Settled Units other securities or Treasury Unit Certificates are to be registered in the name of and delivered to and Pledged Cash is Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable Treasury Securities transferable upon [Early Settlement] [Fundamental Change Early Settlement]: B-15 DB1/ 132079547.5 [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Cash Settled Treasury Units evidenced by this Global Certificate is 0________. The following increases or decreases in this Global Certificate have been made: Date Amount of increase decrease in the number of Cash Settled Treasury Units evidenced by the this Global Certificate Amount of decrease increase in the number of Cash Settled Treasury Units evidenced by the this Global Certificate Number of Cash Settled Treasury Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory officer of Purchase Contract Agent B-16 DB1/ 132079547.5 EXHIBIT D INSTRUCTION C NOTICE TO PURCHASE CONTRACT AGENT FROM HOLDER (To Create Treasury Units or Corporate Units) SETTLE BY SEPARATE CASH The Bank of New York Mellon 0000 Xxxxxx Xxxxxx, 10th Floor Dallas, Texas 75201 Attention: Corporate Trust Operations-Reorganization Unit Telecopy: __________________ Re: Equity Units of NextEra Energy, Inc. (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Purchase Contract Agreement, dated as of September 1, 2022 (the “Purchase Contract Agreement”), between the Company, National Associationyourselves, as Purchase Contract Agent [Address] Re: [ Corporate Units] [ Treasury Units] of Sxxxxxx Xxxxx & Dxxxxx, Inc., a Connecticut corporation (and as attorney-in-fact for 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 Notes] [Cash] in exchange for [proceeds Holders of the Pro Rata Portions of the Treasury Unit Collateral corresponding Purchase Contracts, that such Holder has elected to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among you, the Company, pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on [the Custodial Agent and sixth] [the] Business Day immediately preceding the Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating 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 exchangeHolder by the Company under the related Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to instruct notify promptly the Collateral Agent to release to you on behalf of the undersigned Holder Xxxxxx’s election to make such Cash Settlement with respect to the [Notes underlying Pledged Applicable Ownership Interests in Notes] [Treasury Unit Proceeds] Purchase Contracts related to such Holder’s [Corporate Units] [Treasury Units]. DatedIn completing this form, you should cross out “[Corporate Units]” or “[Treasury Units]”, 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. Date: SignatureBy: Name: Title: 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 Securities Transfer Agents 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. 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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate 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 F NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS UPON TERMINATION EVENT (Transfer of Collateral upon Occurrence of a Termination Event) [HOLDER] Attention: Telecopy:C-1

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Convertible Preferred PCS Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Treasury Units evidenced by this Cash Settled 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) 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 the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such 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 REGISTERED HOLDER Social Security or other Taxpayer Identification Number, if any Signature Signature GuaranteePlease print name and address of Registered Holder: Name Address ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT The undersigned Holder of this Cash Settled Treasury Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Fundamental Change Early Settlement] Settlement in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Cash Settled Treasury Units evidenced by this Cash Settled Treasury Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] Settlement may be exercised only with respect to Purchase Contracts underlying Cash Settled Treasury Units in multiples of [20][10] Cash Settled 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 Convertible Preferred PCS Common Stock deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] Settlement be registered in the name of, and delivered, together with a check in payment for any Cash Settled fractional share and any Treasury Units Certificate representing any Cash Settled Treasury Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] 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 Cash Treasury Securities deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] 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 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] [Fundamental Change Early Settlement] Settlement of the related Purchase Contracts is being elected: If shares of Convertible Preferred PCS Common Stock or Cash Settled Treasury Units Certificates are to be registered in the name of and delivered to and Pledged Cash is pledged Treasury Securities are to be transferred to a Person other than the Holder, please (i) print such Person’s name and address: REGISTERED HOLDER Please print 's name and address and (ii) provide a guarantee of registered Holderyour signature: Name Address Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Please print name and address of Registered Holder: Name Address Transfer Instructions for Pledged Cash Transferable upon [pledged Treasury Securities Upon Early Settlement] [Fundamental Change Early Settlement]Settlement or a Termination Event: [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 0. The following increases or decreases in this Global Certificate have been made: Date Signature of Stated Amount of this authorized signatory Amount of decrease in Amount of increase in number of Cash Settled Units evidenced by the Global Certificate of Purchase Contract Stated Amount of decrease in number the Stated Amount of Cash Settled Units evidenced by the following such Agent or Securities Date Global Certificate Number of Cash Settled Units evidenced by this Global Certificate following such decrease or increase Signature Custodian ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [Collateral Agent Address] Re: Equity Units of authorized signatory Sprint Corporation (the "Company") 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, 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 Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] in exchange for an equal value of [Pledged 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] [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 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 [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:_____________ Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] for the [Pledged Notes 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 FROM HOLDER (To Create Treasury Units or Corporate Units) The Bank of New York Mellon Trust CompanyOne, National AssociationAssociation 000 Xxxx Xxxxx Xxxxxx Mail Code OH1-0181 Xxxxxxxx, as Purchase Contract Agent [Address] Xxxx 00000 Attention: Global Corporate Trust Services Division Re: [ Corporate Units] [ Treasury Units] Equity Units of Sxxxxxx Xxxxx & Dxxxxx, Inc., a Connecticut corporation Sprint Corporation (the “"Company”). ") The undersigned Holder hereby notifies you that it has delivered to HSBC Bank USA, National Association, as Securities IntermediaryCollateral Agent, for credit to the Collateral Account, $ [Value $_______ aggregate principal amount of NotesTreasury Securities] [Cash$ aggregate principal amount of Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] in exchange for [proceeds of the Pro Rata Portions of the Treasury Unit Collateral corresponding to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value of [Pledged Notes underlying Pledged or the appropriate Applicable Ownership Interests in NotesInterest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held in by the Collateral AccountAgent, in accordance with Section [4.1], [4.2] of the Purchase Contract and Pledge Agreement, dated as of November 5February __, 2010 2001 (the “"Pledge Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein"), among between you, the Company, Company and the Collateral Agent, the Custodial Agent and the Securities Intermediary. The undersigned Holder has paid the Collateral Agent 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 undersigned Holder the [Pledged Notes underlying Pledged or the appropriate Applicable Ownership Interests in NotesInterest of the Treasury Portfolio] [Pledged Treasury Unit ProceedsSecurities] related to such [Corporate Units] [Treasury Units]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: Signature: ________ __________________________ Signature Signature Guarantee: ______________ Please print name and address of registered Registered Holder: ______________________________ Name Social Security or other Taxpayer Identification Number, if any Address EXHIBIT E INSTRUCTION NOTICE TO PURCHASE CONTRACT AGENT FROM HOLDER SETTLE BY SEPARATE CASH Bank One, National Association 000 Xxxx Xxxxx Xxxxxx Mail Code OH1-0181 Xxxxxxxx, Xxxx 00000 Attention: Global Corporate Trust Services Division Re: Equity Units of Sprint Corporation (To Create Cash Settled Unitsthe "Company") The Bank undersigned Holder hereby irrevocably notifies you in accordance with Section 5.6 of New York Mellon Trust Companythe Purchase Contract Agreement dated as of __________, National Association2001 among the Company and yourselves, as Purchase Contract Agent [Address] Re: Cash Settled Units and as Attorney-in-Fact for the Holders of Sxxxxxx Xxxxx & Dxxxxx, 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 Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Purchase Contract and Pledge AgreementContracts, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among you, the Company, 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 Custodial Agent and Business Day immediately preceding the Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating 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 PCS Common Stock issuable to such exchangeHolder by the Company under the related Purchase Contract on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to instruct notify promptly the Collateral Agent to release to you on behalf of the undersigned Holder Holders election to make such cash settlement with respect to the Notes underlying Pledged Applicable Ownership Interests in Notes Purchase Contracts related to such Holder's [Corporate Units] [Treasury Units]. 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 ("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 Registered Holder: __________________________________________________________________ Name Social Security or 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 Convertible Preferred Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Treasury Units evidenced by this Cash Settled 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 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 in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of registered 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 Cash Settled Units Treasury Unit Certificate hereby irrevocably exercises the option to effect [Early 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 Cash Settled Treasury Units evidenced by this Cash Settled Units Treasury Unit Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock or other securities deliverable upon such [Early 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 Cash Settled Units fractional share and any Treasury Unit Certificate representing any Cash Settled Treasury Units evidenced hereby as to which [Early 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. The Pledged Cash Treasury Securities deliverable upon such [Early Settlement] [Fundamental 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 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] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible Preferred Common Stock or Cash Settled Units other securities or Treasury Unit Certificates are to be registered in the name of and delivered to and Pledged Cash is Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of registered Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable Treasury Securities transferable upon [Early Settlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Cash Settled Treasury Units evidenced by this Global Certificate is 0________. The following increases or decreases in this Global Certificate have been made: Date Amount of increase decrease in the number of Cash Settled Treasury Units evidenced by the this Global Certificate Amount of decrease increase in the number of Cash Settled Treasury Units evidenced by the this Global Certificate Number of Cash Settled Treasury Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory officer 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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes] [Cash] in exchange for [proceeds of the Pro Rata Portions of the Treasury Unit Collateral corresponding to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the [Notes underlying Pledged Applicable Ownership Interests in Notes] [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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate 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 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 depositary shares of Convertible Preferred Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Stock Purchase Contracts underlying the number of Cash Settled Units Treasury MCAPS evidenced by this Cash Settled Units Treasury MCAPS 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: (if assigned to another person) If shares are to be registered in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such 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 Signature Signature Guarantee: ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT The undersigned Holder of this Cash Settled Units Certificate hereby irrevocably exercises the option (if assigned to effect [Early 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 Cash Settled Units evidenced by this Cash Settled Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Stock deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with any Cash Settled Units Certificate representing any Cash Settled Units evidenced hereby as to which [Early 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 Cash deliverable upon such [Early 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: Number of Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible Preferred Stock or Cash Settled Units Certificates are to be registered in the name of and delivered to and Pledged Cash is 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 REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable upon [Early Settlement] [Fundamental Change Early Settlement]: [another person) {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 0. The following increases or decreases in this Global Certificate have been made: Date Amount of increase in number Number of Cash Settled Units Treasury MCAPS evidenced by the Global Certificate Amount of decrease in number Number of Cash Settled Units Treasury MCAPS evidenced by the Global Certificate Number of Cash Settled Units Treasury MCAPS evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory of Stock Purchase Contract Agent EXHIBIT D C INSTRUCTION TO STOCK PURCHASE CONTRACT AGENT FROM HOLDER (To Create Treasury Units or Corporate Units) The Bank of New York Mellon Trust CompanyAttn.: MBS Group 000 Xxxxxxx Xxxxxx, National AssociationFloor 4 West New York, as Purchase Contract Agent [Address] NY 10286 Facsimile: 000-000-0000 Re: [ Corporate Units] [ {Creation of Treasury Units] MCAPS} {Recreation of Sxxxxxx Xxxxx & Dxxxxx, Normal MCAPS} of Xxxxxx Brothers Holdings Inc., a Connecticut Delaware corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered to HSBC The Bank USA, National Association, of New York as Securities IntermediaryCollateral Agent, for credit to the Collateral Account, $ aggregate [Value of Notesprincipal] [Cashliquidation] amount of {Treasury Securities}{Trust Preferred Securities} in exchange for [proceeds of the Pro Rata Portions of the {Pledged Trust Preferred Securities} {Pledged Treasury Unit Collateral corresponding to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] Securities} held in the Collateral Account, in accordance with the Purchase Contract and Pledge Collateral Agreement, dated as of November 5May 17, 2010 2007 (the “Collateral Agreement”; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), among 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 undersigned Holder the [Notes underlying {Pledged Applicable Ownership Interests in Notes] [Trust Preferred Securities} {Pledged Treasury Unit Proceeds] Securities} related to such [Corporate Units] [{Normal MCAPS} {Treasury Units]MCAPS}. Dated: SignatureDate: Signature Guarantee: Please print name and address of registered Registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address EXHIBIT E INSTRUCTION TO D NOTICE FROM STOCK PURCHASE CONTRACT AGENT FROM HOLDER TO HOLDERS (To Create Cash Settled UnitsTransfer of Collateral upon Occurrence of a Termination Event) The Bank of New York Mellon Trust Company, National Association, as Purchase Contract Agent [Address] {HOLDER} Attention: Telecopy: Re: Cash Settled Units {Normal MCAPS} {Treasury MCAPS} of Sxxxxxx Xxxxx & Dxxxxx, Xxxxxx Brothers Holdings Inc., a Connecticut Delaware corporation (the “CompanyCOMPANY”). The undersigned Holder hereby notifies you that it has delivered to HSBC Bank USA, National Association, as Securities Intermediary, for credit ) Please refer to the Collateral Account, $ in exchange for an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Stock Purchase Contract and Pledge Agreement, dated as of November 5May 17, 2010 2007 (the “Stock Purchase Contract Agreement”; unless otherwise defined herein, terms defined in the Stock Purchase Contract Agreement are used herein as defined therein), among youbetween the Company and the undersigned, as Stock Purchase Contract Agent and as attorney-in-fact for the holders of Normal MCAPS and Treasury MCAPS from time to time. We hereby notify you that a Termination Event has occurred and that {the Trust Preferred Securities} {the Qualifying Treasury Securities} comprising a portion of your ownership interest in {Normal MCAPS} {Treasury MCAPS} have been released and are being held by us for your account pending receipt of transfer instructions with respect to such {Trust Preferred Securities} {Qualifying Treasury Securities} (the “Released Securities”). Pursuant to Section 3.15 of the 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 MCAPS]{Treasury MCAPS} effected through book-entry or by delivery to us of your {Normal MCAPS Certificate]{Treasury MCAPS 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 MCAPS}{Treasury MCAPS} are transferred or your {Normal MCAPS Certificate} {Treasury MCAPS Certificate} is surrendered or satisfactory evidence is provided that such {Normal MCAPS Certificate}{Treasury MCAPS Certificate} has been destroyed, lost or stolen, together with any indemnification that we or the Company may require. Dated: By: U.S. BANK NATIONAL ASSOCIATION By: Name: Title: Authorized Signatory EXHIBIT E NOTICE TO SETTLE BY TREASURY SECURITIES U.S. BANK NATIONAL ASSOCIATION The Stock Purchase Contract Agent Xxx Xxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxx, XX 00000 Attention: Corporate Trust Services Facsimile: 000-000-0000 Re: Normal MCAPS of Xxxxxx Brothers Holdings Inc., a Delaware corporation (the “Company, the Collateral Agent, the Custodial Agent and the Securities Intermediary. ”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 6.2(b) of the Stock Purchase Contract Agreement, dated as of May 17, 2007 (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 paid all applicable fees and expenses relating 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 first Business Day immediately preceding the beginning of the Remarketing Period (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 depositary shares issuable to such exchangeHolder by the Company with respect to Stock Purchase Contracts on the Stock Purchase Date. The undersigned Holder hereby instructs you to instruct notify promptly the Collateral Agent to release to you on behalf of the undersigned Holder Holders’ election to make such Settlement with Treasury Securities with respect to the Notes underlying Pledged Applicable Ownership Interests in Notes Stock Purchase Contracts related to such Corporate UnitsHolder’s Normal MCAPS. Dated: Signature: Signature Guarantee: Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address EXHIBIT F NOTICE FROM STOCK PURCHASE CONTRACT AGENT TO HOLDERS UPON TERMINATION EVENT COLLATERAL AGENT (Transfer Settlement of Collateral upon Occurrence Stock Purchase Contract through Remarketing) The Bank of New York Attn.: MBS Group 000 Xxxxxxx Xxxxxx, Floor 4 West New York, NY 10286 Facsimile: 000-000-0000 Re: Normal MCAPS of Xxxxxx Brothers Holdings Inc., a Termination EventDelaware corporation (the “Company”) [HOLDER] AttentionPlease refer to the Stock Purchase Contract Agreement, dated as of May 17, 2007 (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 MCAPS from time to time. In accordance with Section 6.2(b) of the Stock Purchase Contract Agreement and, based on notices of Settlement with Treasury Securities received from Holders of Normal MCAPS as of 5:00 p.m. (New York City time), on the second Business Day immediately preceding the beginning of the Remarketing Period, we hereby notify you that an aggregate liquidation amount of $ Trust Preferred Securities are to be tendered for purchase in the Remarketing. Dated: Telecopy:By: U.S. BANK NATIONAL ASSOCIATION, as the Stock Purchase Contract Agent By: Name: Title: Authorized Signatory

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Corporate Units evidenced by this Cash Settled Corporate 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 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 in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of registered 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 Cash Settled Units Corporate Unit Certificate hereby irrevocably exercises the option to effect [Early 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 Cash Settled Corporate Units evidenced by this Cash Settled Units Corporate Unit Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock or other securities deliverable upon such [Early 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 Cash Settled Units fractional share and any Corporate Unit Certificate representing any Cash Settled Corporate Units evidenced hereby as to which [Early 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. The Pledged Cash Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early 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 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] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible Preferred Common Stock or Cash Settled Units other securities or Corporate Unit Certificates are to be registered in the name of and delivered to and Debentures underlying Pledged Cash is Applicable Ownership Interests in Debentures, or the Pledged 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 name and address: REGISTERED HOLDER Please print name and address of registered Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Debentures underlying Pledged Cash Transferable Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Cash Settled Corporate Units evidenced by this Global Certificate is 0. The following increases or decreases in this Global Certificate have been made: Date Amount of increase decrease in the number of Cash Settled Corporate Units evidenced by the this Global Certificate Amount of decrease increase in the number of Cash Settled Corporate Units evidenced by the this Global Certificate Number of Cash Settled Corporate Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory officer of Purchase Contract Agent EXHIBIT D INSTRUCTION TO B FORM OF TREASURY UNIT 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 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 FROM HOLDER (To Create 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 Treasury Units NEXTERA ENERGY, INC. Form of Face of Treasury Unit Certificate Treasury Units ($50 Stated Amount) This Treasury Unit Certificate certifies that is the registered Holder of the number of Treasury Units set forth above [for inclusion in Global Certificates only – or Corporate Unitssuch other number of Treasury Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto], which number shall not exceed . Each Treasury Unit represents (a) The Bank the ownership by the Holder thereof of New York Mellon Trust Companya 5% undivided beneficial interest in a Treasury Security, National Associationsubject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, as Purchase Contract Agent [Address] Re: [ Corporate Units] [ Treasury Units] and (b) the rights and obligations of Sxxxxxx Xxxxx & Dxxxxxthe Holder thereof and of NextEra Energy, Inc., a Connecticut Florida corporation (the “Company”), under one Purchase Contract. The undersigned Holder All capitalized terms used herein without definition herein shall have the meaning set forth or incorporated by reference in the Purchase Contract Agreement referred to below. Pursuant to the Pledge Agreement, the undivided beneficial interest in a Treasury Security constituting part of each Treasury Unit evidenced hereby notifies you that it has delivered to HSBC Bank USA, National Association, as Securities Intermediary, for credit been pledged to the Collateral AccountAgent, $ [Value of Notes] [Cash] in exchange for [proceeds the benefit of the Pro Rata Portions Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Treasury Unit Unit. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral corresponding to Treasury Units Agent shall be paid by the Collateral Agent by wire transfer in same day funds (the “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held i) in the case of any principal payments with respect to any Pledged 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 AccountAgent (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 payments of the principal of any Pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the Purchase Contract and terms of the Pledge Agreement, dated as in full satisfaction of November 5the respective obligations of the Holders of the Treasury Units under the related Purchase Contracts. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Unit Certificate to purchase, 2010 and the Company to sell, not later than (the “AgreementPurchase Contract Settlement Date”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 at a price of the undersigned Holder the [Notes underlying Pledged Applicable Ownership Interests $50 in Notes] [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 Sxxxxxx Xxxxx & Dxxxxx, Inc., a Connecticut corporation cash (the “CompanyPurchase Price”). The undersigned Holder hereby notifies you that it has delivered to HSBC Bank USA, National Associationa number of newly-issued shares of Common Stock, as Securities Intermediarypar value $0.01 per share, for credit of the Company (“Common Stock”) determined by reference to the Collateral Accountapplicable Settlement Rate (as defined below), $ in exchange for an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with unless on or prior to the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate 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 F NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS UPON TERMINATION EVENT (Transfer of Collateral upon Occurrence of Settlement Date there shall have occurred a Termination Event) [HOLDER] Attention: Telecopy:, an Early Settlement or a Fundamental Change 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.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Treasury Units evidenced by this Cash Settled 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 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 Securities Transfer Agents 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 in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such 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 Signature Signature Guarantee: ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT The undersigned Holder of this Cash Settled Units Treasury Unit Certificate hereby irrevocably exercises the option to effect [Early 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 Cash Settled Treasury Units evidenced by this Cash Settled Units Treasury Unit Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock or other securities deliverable upon such [Early 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 Cash Settled Units fractional share and any Treasury Unit Certificate representing any Cash Settled Treasury Units evidenced hereby as to which [Early 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. The Pledged Cash Treasury Securities deliverable upon such [Early 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 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 Securities Transfer Agents 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] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible Preferred Common Stock or Cash Settled Units other securities or Treasury Unit Certificates are to be registered in the name of and delivered to and Pledged Cash is Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable Treasury Securities transferable upon [Early Settlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Cash Settled Treasury Units evidenced by this Global Certificate is 0________. The following increases or decreases in this Global Certificate have been made: Date Amount of increase decrease in the number of Cash Settled Treasury Units evidenced by the this Global Certificate Amount of decrease increase in the number of Cash Settled Treasury Units evidenced by the this Global Certificate Number of Cash Settled Treasury Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory officer of Purchase Contract Agent EXHIBIT D INSTRUCTION C NOTICE TO PURCHASE CONTRACT AGENT FROM HOLDER (To Create Treasury Units or Corporate Units) SETTLE BY SEPARATE CASH The Bank of New York Mellon Trust Attention: _______________________ Telecopy: __________________ Re: Equity Units of NextEra Energy, Inc. (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Purchase Contract Agreement, dated as of ____________ (the “Purchase Contract Agreement”), between the Company, National Associationyourselves, as Purchase Contract Agent [Address] Re: [ Corporate Units] [ Treasury Units] of Sxxxxxx Xxxxx & Dxxxxx, Inc., a Connecticut corporation (and as attorney-in-fact for 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 Notes] [Cash] in exchange for [proceeds Holders of the Pro Rata Portions of the Treasury Unit Collateral corresponding Purchase Contracts, that such Holder has elected to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among you, the Company, pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on [the Custodial Agent and sixth] [the] Business Day immediately preceding the Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating 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 exchangeHolder by the Company under the related Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to instruct notify promptly the Collateral Agent to release to you on behalf of the undersigned Holder Xxxxxx’s election to make such Cash Settlement with respect to the [Notes underlying Pledged Applicable Ownership Interests in Notes] [Treasury Unit Proceeds] Purchase Contracts related to such Holder’s [Corporate Units] [Treasury Units]. DatedIn completing this form, you should cross out “[Corporate Units]” or “[Treasury Units]”, 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. Date: SignatureBy: Name: Title: 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 Securities Transfer Agents 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. 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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate 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 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 Convertible Preferred Common Stock or other securities deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Units evidenced by this Cash Settled Units Certificate instrument 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 incident incidental thereto. DatedDATED: Signature Signature Guarantee: (if assigned to another personPerson) If shares are to be registered in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such 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 Signature Signature Guarantee: ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT The undersigned Holder of this Cash Settled Units Certificate Purchase Contract hereby irrevocably exercises the option to effect [Early Settlement] [Fundamental Change Early Settlement] Settlement in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Cash Settled Units evidenced by this Cash Settled Units Certificate instrument specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock or other securities deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] Settlement be registered in the name of, and delivered, together with a check in payment for any Cash Settled Units Certificate fractional share and any Purchase Contract representing any Cash Settled Units Purchase Contracts evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Cash deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. DatedDATED: Signature Signature: Signature Guarantee: Number of Units Purchase Contracts evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts Settlement is being elected: If shares of Convertible Preferred Common Stock or Cash Settled Units Certificates Purchase Contracts are to be registered in the name of and delivered to and Pledged Cash is 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 Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable upon [Early Settlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE A SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE THE PURCHASE CONTRACT The initial number of Cash Settled Units Purchase Contracts evidenced by this Global Certificate certificate is 0. The following increases or decreases in this Global Certificate certificate have been made: Date Amount of increase in number of Cash Settled Units Purchase Contracts evidenced by the Global Certificate hereby Amount of decrease in number of Cash Settled Units Purchase Contracts evidenced by the Global Certificate hereby Number of Cash Settled Units Purchase Contracts evidenced by this Global Certificate hereby 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 ATTACHMENT 4 BEAZER HOMES USA, INC. 6.00% SENIOR AMORTIZING NOTES DUE JULY 15, 2015 REGISTERED CUSIP: 07556Q 808 ISIN: US07556Q8087 No. [Initial] Number of New York Mellon Trust Company, National Association, as Purchase Contract Agent [Address] ReNotes: [ Corporate Units] [ Treasury Units] of Sxxxxxx Xxxxx & DxxxxxBeazer Homes USA, Inc., a Connecticut 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 $5.1086 for each of the number of Notes set forth [above][in Schedule A hereto], in quarterly installments (each constituting a payment of interest at the rate per year of 6.00% and a partial repayment of principal) payable on each July 15, October 15, January 15 and April 15, commencing on October 15, 2012 (each such date, an “Installment Payment Date” and the period from, and including, July 16, 2012 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. 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 actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date when such installment payment was originally due. 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”). The undersigned Holder hereby notifies you that it has delivered If the Notes do not remain in book-entry only form, the Company shall have the right to HSBC Bank USAselect Regular Record Dates, National Associationnoticed in writing in advance, as Securities Intermediary, for credit to the Collateral AccountTrustee and Holders, $ [Value 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 Notes] [Cash] business on such Regular Record Date and may be paid to the Person in exchange 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 [proceeds the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Pro Rata Portions Notes not less than 15 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 Treasury Unit Collateral corresponding to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held Company maintained for that purpose in the Collateral AccountBorough of Manhattan, in accordance with The City of New York; provided, however, that payment of installments may be made at the Purchase Contract and Pledge Agreement, dated option of the Company by check mailed to the registered Holder at such address as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined shall appear in the Agreement are used herein as defined therein), among you, Security Register or by wire transfer to an account appropriately designated by the Company, Holder entitled to payment. This Note shall not be entitled to any benefit under the Collateral Agent, Indenture hereinafter referred to or be valid or obligatory for any purpose until 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 Certificate of Authentication shall have been signed by or on behalf of the undersigned Holder the [Notes underlying Pledged Applicable Ownership Interests in Notes] [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 Sxxxxxx Xxxxx & Dxxxxx, Inc., a Connecticut corporation (the “Company”)Trustee. The undersigned Holder hereby notifies you that it has delivered to HSBC Bank USA, National Association, provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as Securities Intermediary, for credit to the Collateral Account, $ in exchange for an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate 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 F NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS UPON TERMINATION EVENT (Transfer of Collateral upon Occurrence of a Termination Event) [HOLDER] Attention: Telecopy:though fully set forth at this place.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Convertible Preferred Stock Subordinate Voting Shares or other securities, as applicable, deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Units Purchase Contracts evidenced by this Cash Settled 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 Guarantee: (if assigned to another personPerson) If shares are to be registered in the name of and delivered to (or cash is to be paid to) a REGISTERED HOLDER Person other than the Holder, please (i) print such 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 Signature Signature Guarantee: * Include only if a Global Unit. ** Include only if not a Global Unit. ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT The undersigned Holder of this Cash Settled Units Certificate Purchase Contract hereby irrevocably exercises the option to effect [Early Settlement] [Settlement (which Early Settlement may, as applicable, be deemed to be in connection with a Fundamental Change Early Settlement] pursuant to Section 4.07 of the Purchase Contract Agreement) in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Cash Settled Units evidenced by this Cash Settled Units Certificate Purchase Contract as specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Stock Subordinate Voting Shares or other securities, as applicable, deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] Settlement be registered in the name of, and delivered, together with a check in payment for any Cash Settled Units Certificate fractional share and any Purchase Contract representing any Cash Settled Units Purchase Contracts evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Cash deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth 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 thereto, as provided in the Purchase Contract Agreement. Dated: Signature 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] [Fundamental Change Early Settlement] of the related Purchase Contracts Settlement is being elected: If shares of Convertible Preferred Stock Subordinate Voting Shares or Cash Settled Units Certificates Purchase Contracts are to be registered in the name of and delivered to and Pledged Cash is 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 Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable upon [Early Settlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] * Include only if a 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 Cash Settled Units Purchase Contracts evidenced by this Global Certificate certificate is 0[ ]. The following increases or decreases in this Global Certificate certificate have been made: Date Amount of increase in number of Cash Settled Units Purchase Contracts evidenced by the Global Certificate hereby Amount of decrease in number of Cash Settled Units Purchase Contracts evidenced by the Global Certificate hereby Number of Cash Settled Units Purchase Contracts evidenced by this Global Certificate hereby 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 * 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 New York Mellon Trust Company, National Association, as Purchase Contract Agent [Address] ReNotes: [ Corporate Units] [ Treasury Units] of Sxxxxxx Xxxxx & DxxxxxGFL ENVIRONMENTAL INC., Inc.an Ontario, a Connecticut Canada corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to). The undersigned Holder , for value received, hereby notifies you that it has delivered promises to HSBC pay to [U.S. Bank USA, National AssociationN.A., as Securities Intermediary, for credit to the Collateral Account, $ [Value attorney-in-fact of Notes] [Cash] in exchange for [proceeds holder(s) of the Pro Rata Portions Units of the Treasury Unit Collateral corresponding to Treasury Units which this Note forms a part]* [ ]**, or registered assigns (the “Treasury Unit ProceedsHolder”), the initial principal amount of US$[·] [an equal Value for each of the number of Notes underlying Pledged Applicable Ownership Interests set forth above[, which number of Notes may from time to time be reduced or increased as set forth in Notes] held in the Collateral AccountSchedule A hereto, as appropriate, in accordance with the Purchase Contract 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 Pledge Agreementa partial repayment of principal, dated 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 of November 5, 2010 (set forth on the “Agreement”; unless otherwise defined herein, terms defined reverse hereof and in the Agreement are used herein 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 defined thereinprovided 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, among youat 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 Companyoption of the Company by check mailed to the registered Holder at such address as shall * Include only if a Global Unit. ** Include only if not a Global Unit. appear in the Security Register or (y) in the case of any Global Note, by wire transfer in immediately available funds to the Collateral Agent, account of the Custodial Agent and Depositary or its nominee or otherwise in accordance with applicable procedures of the Securities IntermediaryDepositary. The undersigned Holder has paid all applicable fees and expenses relating This Note shall not be entitled to such exchange. The undersigned Holder hereby instructs you any benefit under the Indenture hereinafter referred to instruct or be valid or obligatory for any purpose until the Collateral Agent to release to you Certificate of Authentication shall have been manually signed by or on behalf of the undersigned Holder the [Notes underlying Pledged Applicable Ownership Interests in Notes] [Treasury Unit Proceeds] related to such [Corporate Units] [Treasury Units]U.S. Trustee. Dated: Signature: Signature Guarantee: Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, * Include only 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 Sxxxxxx Xxxxx & Dxxxxx, Inc., a Connecticut corporation (the “Company”)Global Unit. The undersigned Holder ** Include only if not a Global Unit. Reference is hereby notifies you that it has delivered to HSBC Bank USA, National Association, as Securities Intermediary, for credit made to the Collateral Accountfurther provisions of this Note set forth on the reverse hereof, $ in exchange which further provisions shall for an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes held in all purposes have the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated same effect as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among you, the Company, the Collateral Agent, the Custodial Agent and the Securities Intermediaryif set forth at this place. The undersigned Holder has paid all applicable fees and expenses relating to such exchange* Include only if a Global Unit. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate Units. Dated: Signature: Signature Guarantee: Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, ** Include only if any Address EXHIBIT F NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS UPON TERMINATION EVENT (Transfer of Collateral upon Occurrence of not a Termination Event) [HOLDER] Attention: Telecopy:Global Unit.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Convertible Common Stock (or, in the circumstances described in Section 5.08 of the Purchase Contract Agreement, shares of Series A Preferred Stock Stock) deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Corporate Units evidenced by this Cash Settled Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional shareshare (except with respect to shares of Series A Preferred Stock), 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: (if assigned to another person) If shares are to be registered in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of registered Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: (if assigned to another person) 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. ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Cash Settled Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Fundamental Change Cash Merger Early SettlementSettlement following a Cash Merger] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Cash Settled Corporate Units evidenced by this Cash Settled Corporate Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Corporate Units in multiples of [20][10] Cash Settled 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 360,000 Corporate Units. The undersigned Holder directs that a certificate for shares of Convertible Common Stock, (or, in the circumstances described in Section 5.08 of the Purchase Contract Agreement, shares of Series A Preferred Stock Stock) or other securities deliverable upon such [Early Settlement] [Fundamental Change Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any Cash Settled fractional share (except with respect to shares of Series A Preferred Stock) and any Corporate Units Certificate representing any Cash Settled Corporate Units evidenced hereby as to which [Early Settlement] [Fundamental Change 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 Cash Applicable Ownership Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Fundamental Change 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 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] [Fundamental Change Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible Common Stock, Series A Preferred Stock or Cash Settled Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Cash is Applicable Ownership 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 name and address: REGISTERED HOLDER Please print name and address of registered Registered Holder: Name Address Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER 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. Transfer Instructions for Pledged Cash Transferable Applicable Ownership Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Cash Merger Early Settlement]] or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Cash Settled Corporate Units evidenced represented by this Global Certificate is 05,000,000. The following increases or decreases in this Global Certificate have been made: Date Amount of increase in number Number of Cash Settled Corporate Units evidenced by the Global Certificate Certificates Amount of decrease in number Number of Cash Settled Corporate Units evidenced by the Global Certificate Number of Cash Settled Corporate Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory of Purchase Contract Agent EXHIBIT D INSTRUCTION TO 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 AGENT FROM HOLDER AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (To Create 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 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. 023139 801 Number of Treasury Units: AMBAC FINANCIAL GROUP, INC. 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 Certificates only - or Corporate Unitssuch other number of Treasury Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto]. Each Treasury Unit consists of (i) The Bank a 1/20 undivided beneficial ownership interest of New York Mellon Trust 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 Company. All capitalized terms used but not otherwise defined 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 Company, National Association, as to secure the obligations of the Holder under the Purchase Contract Agent [Address] Re: [ Corporate Units] [ comprising part of such Treasury Units] Unit. Each Purchase Contract evidenced hereby obligates the Holder of Sxxxxxx Xxxxx & Dxxxxxthis Treasury Units Certificate to purchase, Inc.and the Company, a Connecticut corporation to sell, on May 17, 2011 (the “CompanyPurchase Contract Settlement Date”), at a price equal to $50.00 (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 (or, in the circumstances described in Section 5.08 of the Purchase Contract Agreement, a number of shares of Series A Preferred Stock equal to the product of the Settlement Rate and the Conversion Ratio), 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 undersigned Holder hereby notifies you that it has delivered to HSBC Bank USApurchase price (the “Purchase Price”) for the shares of Common Stock (or, National Association, as Securities Intermediary, for credit to in the Collateral Account, $ [Value of Notes] [Cash] circumstances described in exchange for [proceeds Section 5.08 of the Pro Rata Portions Purchase Contract Agreement, shares of Series A Preferred 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 Unit Collateral corresponding 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 Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests Interest in Notes] held the Treasury Security and Purchase Contract constituting the Treasury Units and (ii) treat itself as owner of the applicable interest in the Collateral Account, including the Applicable Ownership Interest in accordance with 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 0.00% per year of the Stated Amount; provided, however, that if the Authorized Share Condition is not satisfied by the 120th day following the initial issuance date of the Units, the Contract Adjustment Payments shall increase to 5% per year of the Stated Amount per Purchase Contract from such date to, but excluding, the date on which the Authorized Share Condition is satisfied. 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. Contract Adjustment Payments will be payable at the office of the Purchase Contract and Pledge AgreementAgent in New York City. If the book-entry system for the Corporate Units has been terminated, dated as the Contract Adjustment Payments will be payable, at the option of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among you, the Company, by check mailed to 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 address of the undersigned Holder Person entitled thereto at such Person’s address as it appears on the [Notes underlying Pledged Applicable Ownership Interests in Notes] [Treasury Unit Proceeds] related Security Register, or by wire transfer to the account designated by such [Corporate Units] [Treasury Units]Person by a prior written notice to the Purchase Contract Agent. Dated: Signature: Signature Guarantee: Please print name and address 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 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 authentication hereon has been executed by the Purchase Contract Agent [Address] Re: Cash Settled by manual signature, this Treasury Units of Sxxxxxx Xxxxx & Dxxxxx, Inc., a Connecticut corporation (Certificate shall not be entitled to any benefit under 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 Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with Pledge Agreement or the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate Units. Dated: Signature: Signature Guarantee: Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if be valid or obligatory for 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:purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Treasury Units evidenced by this Cash Settled 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 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 in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of registered 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 Cash Settled Units Treasury Unit Certificate hereby irrevocably exercises the option to effect [Early 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 Cash Settled Treasury Units evidenced by this Cash Settled Units Treasury Unit Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock or other securities deliverable upon such [Early 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 Cash Settled Units fractional share and any Treasury Unit Certificate representing any Cash Settled Treasury Units evidenced hereby as to which [Early 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. The Pledged Cash Treasury Securities deliverable upon such [Early Settlement] [Fundamental 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 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] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible Preferred Common Stock or Cash Settled Units other securities or Treasury Unit Certificates are to be registered in the name of and delivered to and Pledged Cash is Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of registered Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable Treasury Securities transferable upon [Early Settlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Cash Settled Treasury Units evidenced by this Global Certificate is 0. The following increases or decreases in this Global Certificate have been made: Date Amount of increase decrease in the number of Cash Settled Treasury Units evidenced by the this Global Certificate Amount of decrease increase in the number of Cash Settled Treasury Units evidenced by the this Global Certificate Number of Cash Settled Treasury Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory officer of Purchase Contract Agent EXHIBIT D INSTRUCTION C NOTICE TO PURCHASE CONTRACT AGENT FROM HOLDER (To Create Treasury Units or Corporate Units) SETTLE BY SEPARATE CASH The Bank of New York Mellon Trust c/o , Attention: Telecopy: Re: Equity Units of NextEra Energy, Inc. (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Purchase Contract Agreement, dated as of (the “Purchase Contract Agreement”), between the Company, National Associationyourselves, as Purchase Contract Agent [Address] Re: [ Corporate Units] [ Treasury Units] of Sxxxxxx Xxxxx & Dxxxxx, Inc., a Connecticut corporation (and as Attorney-in-Fact for 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 Notes] [Cash] in exchange for [proceeds Holders of the Pro Rata Portions of the Treasury Unit Collateral corresponding Purchase Contracts, that such Holder has elected to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among you, the Company, pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on [the Custodial Agent and sixth][the] Business Day immediately preceding the Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating 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 exchangeHolder by the Company under the related Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to instruct notify promptly the Collateral Agent to release to you on behalf of the undersigned Holder Holder’s election to make such Cash Settlement with respect to the [Notes underlying Pledged Applicable Ownership Interests in Notes] [Treasury Unit Proceeds] Purchase Contracts related to such Holder’s [Corporate Units] [Treasury Units]. DatedIn completing this form, you should cross out “[Corporate Units]” or “[Treasury Units]”, 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. Date: SignatureBy: Name: Title: 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. Please print name and address of registered 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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate 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 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 Convertible [Common Stock] [Preferred Stock Stock] deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Corporate Units evidenced by this Cash Settled 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 Guarantee: (if assigned to another person) If shares are to be registered in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of registered Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Cash Settled Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Fundamental Change Cash Merger Early SettlementSettlement following a Cash Merger] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Cash Settled Corporate Units evidenced by this Cash Settled Corporate Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible [Common Stock] [Preferred Stock Stock] or other securities deliverable upon such [Early Settlement] [Fundamental Change Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any Cash Settled fractional share and any Corporate Units Certificate representing any Cash Settled Corporate Units evidenced hereby as to which [Early Settlement] [Fundamental Change 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 Cash Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Fundamental Change 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 Guarantee: Number of Units evidenced hereby as to which [Early Settlement] [Fundamental Change Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible [Common Stock] [Preferred Stock Stock] or Cash Settled Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Cash is 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 name and address: REGISTERED HOLDER Please print name and address of registered Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Cash Merger Early Settlement]] or a Termination Event: [EXHIBIT B THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF ANY OF THESE SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF ANY OF THESE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO BE ATTACHED A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A (IF AVAILABLE), (2) PURSUANT TO GLOBAL CERTIFICATES] SCHEDULE AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF INCREASES RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR DECREASES (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN GLOBAL CERTIFICATE The initial number of Cash Settled Units evidenced by this Global Certificate is 0ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. The following increases or decreases in this Global Certificate have been made: 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 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE PURCHASE CONTRACT AGENT FROM HOLDER SUCH OPINIONS OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE IN FORM REASONABLY SATISFACTORY TO IT AS PROVIDED FOR IN THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS AS PROVIDED FOR IN THE INDENTURE. (To Create FORM OF FACE OF TREASURY UNIT CERTIFICATE) No. _______ Number of Treasury Units: ______ PNM RESOURCES, INC. Treasury Units This Treasury Units Certificate certifies that ______________ is the registered Holder of the number of Treasury Units set forth above. Each Treasury Unit consists of (i) a 1/40th, or Corporate Units2.5%, 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 Bank the rights and obligations of New York Mellon Trust Company, National Association, as the Holder under one Purchase Contract Agent [Address] Re: [ Corporate Units] [ Treasury Units] of Sxxxxxx Xxxxx & Dxxxxxwith PNM Resources, Inc., a Connecticut New Mexico corporation (the “Company”). The undersigned Holder 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 notifies you that it has delivered to HSBC Bank USA, National Association, as Securities Intermediary, for credit have been pledged to the Collateral AccountAgent, $ [Value of Notes] [Cash] in exchange for [proceeds the benefit of the Pro Rata Portions 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 November 16, 2008 (the “Purchase Contract Settlement Date”), at a price equal to $25 (the “Purchase Price”), a number of newly issued shares of common stock, no par value, (“Common Stock”) (or, under certain circumstances, one-tenth as many newly issued shares of Convertible Preferred Stock, Class A (“Preferred 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, 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 Unit Collateral corresponding 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 “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held applicable interest in the Collateral Account, including the Treasury Securities. The Company shall pay, on each Payment Date, in accordance with respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the “Contract Adjustment Payments”) equal to 1.525% 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. Contract Adjustment Payments will be payable at the office of the Purchase Contract and Pledge AgreementAgent in New York City. The Contract Adjustment Payments will be payable, dated as at the option of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among you, the Company, by check mailed to 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 address of the undersigned Holder Person entitled thereto at such Person’s address as it appears on the [Notes underlying Pledged Applicable Ownership Interests in Notes] [Treasury Unit Proceeds] related Security Register, or by wire transfer to the account designated by such [Corporate Units] [Treasury Units]Person by a prior written notice to the Purchase Contract Agent. Dated: Signature: Signature Guarantee: Please print name and address 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 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 authentication hereon has been executed by the Purchase Contract Agent [Address] Re: Cash Settled by manual signature, this Treasury Units of Sxxxxxx Xxxxx & Dxxxxx, Inc., a Connecticut corporation (Certificate shall not be entitled to any benefit under 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 Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with Pledge Agreement or the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate Units. Dated: Signature: Signature Guarantee: Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if be valid or obligatory for 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:purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock or other securities deliverable upon settlement on or after the Purchase Contract Mandatory Settlement Date of the number of Purchase Contracts underlying the number of Cash Settled Units evidenced by this Cash Settled 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 incident incidental thereto. Dated: Signature Signature Guarantee: (if assigned to another personPerson) If shares are to be registered in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such 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 Signature Signature Guarantee: ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT The undersigned Holder of this Cash Settled Units Certificate Purchase Contract hereby irrevocably exercises the option to effect [Early Settlement] [Fundamental Change Early Settlement] Settlement in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Cash Settled Units evidenced by this Cash Settled Units Certificate Purchase Contract specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock or other securities deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] Settlement be registered in the name of, and delivered, together with a check in payment for any Cash Settled Units Certificate fractional share and any Purchase Contract representing any Cash Settled Units Purchase Contracts evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Cash deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Units Purchase Contracts evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts Settlement is being elected: If shares of Convertible Preferred Common Stock or Cash Settled Units Certificates Purchase Contracts are to be registered in the name of and delivered to and Pledged Cash is 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 Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable upon SCHEDULE A [Early Settlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO INCLUDE IF A GLOBAL CERTIFICATESPURCHASE CONTRACT] SCHEDULE OF INCREASES OR DECREASES IN A GLOBAL CERTIFICATE PURCHASE CONTRACT The initial number of Cash Settled Units Purchase Contracts evidenced by this Global Certificate Purchase Contract is 0. The following increases or decreases in this Global Certificate Purchase Contract have been made: Date Amount of decrease Number of Purchase Amount of increase in number of Cash Settled Units Contracts evidenced by Signature of in number of Purchase Purchase Contracts the Global Purchase authorized signatory Contracts evidenced by evidenced by the Global Certificate Amount Contract following of decrease in number of Cash Settled Units evidenced by Purchase Date the Global Certificate Number of Cash Settled Units evidenced by this Purchase Contract Global Certificate following Purchase Contract such decrease or increase Signature Contract Agent 5 ATTACHMENT 4 [FORM OF FACE OF NOTE] A-6 EXHIBIT B [FORM OF FACE OF PURCHASE CONTRACT] [INCLUDE IF A GLOBAL PURCHASE CONTRACT] [THIS PURCHASE CONTRACT IS A GLOBAL PURCHASE CONTRACT WITHIN THE MEANING OF THE PURCHASE CONTRACT 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 PURCHASE CONTRACT IS EXCHANGEABLE FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT 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 PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT 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.] CITIGROUP INC. PURCHASE CONTRACTS CUSIP No. No. [Initial]11 Number of authorized signatory Purchase Contracts: This Purchase Contract certifies that [CEDE & CO.]12 [ ] (the “Holder”), or registered assigns, is the registered owner of [the number of Purchase Contracts set forth above] [the number of Units shown on Schedule A hereto, which number may from time to time be reduced or increased, as appropriate in accordance with the terms of the Purchase Contract Agreement (as defined below), but which shall not exceed Units]13 Each Purchase Contract consists of the rights of the Holder under such Purchase Contract with 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. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract on the Mandatory Settlement Date (a) a number shares of common stock, $0.01 par value (“Common Stock”), of the Company equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement Date, unless on or prior to the Mandatory Settlement Date there shall have occurred a an Early Settlement Upon A Fundamental Change, Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. 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. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: PURCHASE CONTRACT CERTIFICATE OF AUTHENTICATION OF PURCHASE CONTRACT AGENT This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent EXHIBIT D INSTRUCTION TO By: Authorized Officer Dated: [FORM OF REVERSE OF PURCHASE CONTRACT AGENT FROM HOLDER CONTRACT] Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of December [___], 2009 (To Create Treasury Units or Corporate Units) as may be supplemented from time to time, the “Purchase Contract Agreement”), between the Company and The Bank of New York Mellon Trust Company, National AssociationMellon, as Purchase Contract Agent [Address] Re: [ Corporate Units] [ Treasury Units] of Sxxxxxx Xxxxx & Dxxxxx(including its successors hereunder, Inc., a Connecticut corporation (the “CompanyPurchase Contract Agent”). The undersigned Holder , to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby notifies you that it has delivered to HSBC Bank USA, National Association, as Securities Intermediary, made for credit to the Collateral Account, $ [Value of Notes] [Cash] in exchange for [proceeds a description of the Pro Rata Portions respective rights, limitations of the Treasury Unit Collateral corresponding to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value rights, obligations, duties and immunities thereunder of Notes underlying Pledged Applicable Ownership Interests in Notes] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among youAgent, the Company, and the Collateral AgentHolders and of the terms upon which the Purchase Contracts are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the Custodial provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts, and any claim, controversy or dispute arising under or related to the Purchase Contracts, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Securities IntermediaryCompany or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The undersigned Purchase Contracts shall not, prior to the settlement thereof, entitle the 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 any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian (cust) (minor) Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the [Notes underlying Pledged Applicable Ownership Interests within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in Notes] [Treasury Unit Proceeds] related to such [Corporate Units] [Treasury Units]the premises. 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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate 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 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 Convertible Preferred Stock a depositary share deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Stock Purchase Contracts underlying the number of Cash Settled Units Normal MCAPS evidenced by this Cash Settled Units Normal MCAPS 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 name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of registered 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 Cash Settled Units Certificate hereby irrevocably exercises the option to effect [Early 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 Cash Settled Units evidenced by this Cash Settled Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Stock deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with any Cash Settled Units Certificate representing any Cash Settled Units evidenced hereby as to which [Early 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 Cash deliverable upon such [Early 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: Number of Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible Preferred Stock or Cash Settled Units Certificates are to be registered in the name of and delivered to and Pledged Cash is 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 REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable upon [Early Settlement] [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 0. The following increases or decreases in this Global Certificate have been made: Date Dat-e Amount of increase in number Number of Cash Settled Units Normal MCAPS evidenced by the Global Certificate Amount of decrease in number Number of Cash Settled Units Normal MCAPS evidenced by the Global Certificate Number of Cash Settled Units Normal MCAPS evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory of Stock Purchase Contract Agent EXHIBIT D INSTRUCTION TO B (FORM OF FACE OF TREASURY MCAPS CERTIFICATE) {For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE STOCK PURCHASE CONTRACT AGENT FROM HOLDER AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (To Create 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 AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.} No. CUSIP No. Number of Treasury Units MCAPS: XXXXXX BROTHERS HOLDINGS INC. Treasury MCAPS This Treasury MCAPS Certificate certifies that {Cede & Co.} is the registered Holder of the number of Treasury MCAPS set forth above {for inclusion in Global Certificates only – or Corporate Unitssuch other number of Treasury MCAPS reflected in the Schedule of Increases or Decreases in the Global Certificate attached hereto}. Each Treasury MCAPS consists of (i) The Bank a Qualifying Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of New York Mellon Trust Companysuch Qualifying Treasury Security by such Holder pursuant to the Collateral Agreement, National Association, as and (ii) the rights and obligations of the Holder under one Stock Purchase Contract Agent [Address] Re: [ Corporate Units] [ Treasury Units] of Sxxxxxx Xxxxx & Dxxxxx, with Xxxxxx Brothers Holdings Inc., a Connecticut Delaware corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered to HSBC Bank USA, National Association, All capitalized terms used herein which are defined in the Stock Purchase Contract Agreement (as Securities Intermediary, for credit defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Collateral AccountAgreement, $ [Value the Qualifying Treasury Security constituting part of Notes] [Cash] in exchange each Treasury MCAPS evidenced hereby have been pledged to the Collateral Agent, for [proceeds the benefit of the Pro Rata Portions Company, to secure the obligations of the Holder under the Stock Purchase Contract comprising part of such Treasury MCAPS. Each Stock Purchase Contract evidenced hereby obligates the Holder of this Treasury MCAPS Certificate to purchase, and the Company to sell, on the Stock Purchase Date, at a price equal to $1,000 (the “Purchase Price”), one depositary share (“Depositary Share”), representing 1/100th of a share of the Non-Cumulative Perpetual Preferred Stock, Series H, $100,000 liquidation preference per share (the “Preferred Stock”), of the Company, unless on or prior to the Stock Purchase Date there shall have occurred a Termination Event with respect to such Stock Purchase Contract, all as provided in the Stock Purchase Contract Agreement and more fully described on the reverse hereof. The Purchase Price for a Depositary Share purchased pursuant to each Stock Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of the proceeds from the Qualifying Treasury Securities at maturity pledged to secure the obligations of the Holder under such Stock Purchase Contract of the Treasury Unit Collateral corresponding MCAPS of which such Stock Purchase Contract is a part. Each Holder of MCAPS agrees, by acceptance of MCAPS, and each Beneficial Owner agrees, by acceptance of a beneficial interest in MCAPS, for United States federal, state and local income and franchise tax purposes, (i) to treat a Holder’s acquisition of the Normal MCAPS as the acquisition of the Trust Preferred Securities and Stock Purchase Contract constituting the Normal MCAPS and Treasury Units (MCAPS as a unit consisting of Qualifying Treasury Securities and a Stock Purchase Contract and to treat each Holder as the “Treasury Unit Proceeds”)] [an equal Value owner of Notes underlying Pledged Applicable Ownership Interests in Notes] held the applicable interest in the Collateral Account, including the Trust Preferred Securities or the Qualifying Treasury Securities, (ii) the Debentures as indebtedness of the Company, and (iii) the fair market value of each $1,000 Initial Liquidation Amount of Trust Preferred Securities included in accordance with Normal MCAPS as $1,000 and the fair market value of each Stock Purchase Contract and Pledge Agreementas $0. The Company shall pay, dated as on each Payment Date, in respect of November 5each Stock Purchase Contract forming part of a Treasury MCAPS evidenced hereby, 2010 an amount (the “AgreementContract Payments”; unless otherwise defined herein) equal to 0.15% per year of the Stated Amount, terms defined subject to its rights provided for in the Stock Purchase Contract Agreement are used herein as defined therein)to defer Contract Payments. Such Contract Payments shall be payable to the Person in whose name this Treasury MCAPS 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 Stock Purchase Contract Agent in New York City. If the book-entry system for the Treasury MCAPS has been terminated, among youthe Contract Payments will be payable, at the option of the Company, by check mailed to 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 address of the undersigned Holder Person entitled thereto at such Person’s address as it appears on the [Notes underlying Pledged Applicable Ownership Interests in Notes] [Treasury Unit Proceeds] related Security Register, or by wire transfer to the account designated by such [Corporate Units] [Treasury Units]Person by a prior written notice to the Stock Purchase Contract Agent. Dated: Signature: Signature Guarantee: Please print name and address 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 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 authentication hereon has been executed by the Stock Purchase Contract Agent [Address] Re: Cash Settled Units of Sxxxxxx Xxxxx & Dxxxxxby manual signature, Inc., a Connecticut corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered this Treasury MCAPS Certificate shall not be entitled to HSBC Bank USA, National Association, as Securities Intermediary, for credit to any benefit under the Collateral Account, $ in exchange for an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes held in Agreement or the Collateral Account, in accordance with the Stock Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate Units. Dated: Signature: Signature Guarantee: Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if be valid or obligatory for 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:purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock or other securities deliverable upon settlement on or after the Purchase Contract Mandatory Settlement Date of the number of Purchase Contracts underlying the number of Cash Settled Units evidenced by this Cash Settled 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 incident incidental thereto. Dated: Signature Signature Guarantee: (if assigned to another personPerson) If shares are to be registered in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such 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 Signature Signature Guarantee: ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT The undersigned Holder of this Cash Settled Units Certificate Purchase Contract hereby irrevocably exercises the option to effect [Early Settlement] [Fundamental Change Early Settlement] Settlement in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Cash Settled Units evidenced by this Cash Settled Units Certificate Purchase Contract specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock or other securities deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] Settlement be registered in the name of, and delivered, together with a check in payment for any Cash Settled Units Certificate fractional share and any Purchase Contract representing any Cash Settled Units Purchase Contracts evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Cash deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Units Purchase Contracts evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts Settlement is being elected: If shares of Convertible Preferred Common Stock or Cash Settled Units Certificates Purchase Contracts are to be registered in the name of and delivered to and Pledged Cash is 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 Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable upon [Early Settlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE A SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE THE PURCHASE CONTRACT The initial number of Cash Settled Units Purchase Contracts evidenced by this Global Certificate certificate is 0. The following increases or decreases in this Global Certificate certificate have been made: Date Amount of increase in number of Cash Settled Units Purchase Contracts evidenced by the Global Certificate hereby Amount of decrease in number of Cash Settled Units Purchase Contracts evidenced by the Global Certificate hereby Number of Cash Settled Units Purchase Contracts evidenced by this Global Certificate hereby 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 ATTACHMENT 4 ALLY FINANCIAL INC. [ . ]% JUNIOR SUBORDINATED AMORTIZING NOTES DUE [ ], 2014 REGISTERED CUSIP: 172967 FB2 ISIN: US172967FB26 No. Initial Number of New York Mellon Trust Company, National Association, as Purchase Contract Agent [Address] Re: [ Corporate Units] [ Treasury Units] of Sxxxxxx Xxxxx & Dxxxxx, Inc.Notes ALLY FINANCIAL INC., a Connecticut 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 $[ . ] for each of the number of Notes set forth above, or such lesser number of Notes as set forth in the Schedule of Increases or Decreases in Global Note attached hereto, in quarterly installments (each constituting a payment of interest at the rate per year of [ . ]% and a partial repayment of principal) payable on [ ], [ ], [ ] and [ ] of each year (each such date, an “Installment Payment Date”), commencing on [ ], 2011, all as set forth on the reverse hereof, with the final scheduled installment due and payable on [ ], 2014. 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 actual number of days elapsed per 30-day month. Furthermore, if any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the scheduled Installment Payment Date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, as of the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). The undersigned Holder hereby notifies you that it has delivered If the Notes do not remain in book-entry only form, the Company shall have the right to HSBC Bank USAselect Regular Record Dates, National Association, as Securities Intermediary, for credit which will be more than 14 days but less than 60 days prior to the Collateral Accountrelevant 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 Notes) 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, $ [Value of Notes] [Cash] in exchange for [proceeds and notice whereof shall be given to the registered Holders of the Pro Rata Portions 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 Treasury Unit Collateral corresponding to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held Company maintained for that purpose in the Collateral AccountBorough of Manhattan, in accordance with The City of New York; provided, however, that payment of installments may be made at the Purchase Contract and Pledge Agreement, dated option of the Company by check mailed to the registered Holder at such address as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined shall appear in the Agreement are used herein as defined therein), among you, Security Register or by wire transfer to an account appropriately designated by the Company, Holder entitled to payment. This Note shall not be entitled to any benefit under the Collateral Agent, Indenture hereinafter referred to or be valid or obligatory for any purpose until 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 Certificate of Authentication shall have been signed by or on behalf of the undersigned Holder the [Notes underlying Pledged Applicable Ownership Interests in Notes] [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 Sxxxxxx Xxxxx & Dxxxxx, Inc., a Connecticut corporation (the “Company”)Trustee. The undersigned Holder hereby notifies you that it has delivered to HSBC Bank USA, National Association, provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as Securities Intermediary, for credit to though fully set forth at this place. In the Collateral Account, $ in exchange for an equal Value case of Notes underlying Pledged Applicable Ownership Interests in Notes held in any conflict between this Note and the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among youIndenture, 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 provisions of the undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate 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 F NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS UPON TERMINATION EVENT (Transfer of Collateral upon Occurrence of a Termination Event) [HOLDER] Attention: Telecopy:Indenture shall control.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock or other securities deliverable upon settlement on or after the Purchase Contract Mandatory Settlement Date of the number of Purchase Contracts underlying the number of Cash Settled Units evidenced by this Cash Settled 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 incident incidental thereto. Dated: Signature Signature Guarantee: (if assigned to another personPerson) If shares are to be registered in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such 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 Signature Signature Guarantee: ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT The undersigned Holder of this Cash Settled Units Certificate Purchase Contract hereby irrevocably exercises the option to effect [Early Settlement] [Fundamental Change Early Settlement] Settlement in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Cash Settled Units evidenced by this Cash Settled Units Certificate Purchase Contract specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock or other securities deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] Settlement be registered in the name of, and delivered, together with a check in payment for any Cash Settled Units Certificate fractional share and any Purchase Contract representing any Cash Settled Units Purchase Contracts evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Cash deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Units Purchase Contracts evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts Settlement is being elected: If shares of Convertible Preferred Common Stock or Cash Settled Units Certificates Purchase Contracts are to be registered in the name of and delivered to and Pledged Cash is 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 Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable upon SCHEDULE A [Early Settlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO INCLUDE IF A GLOBAL CERTIFICATESPURCHASE CONTRACT] SCHEDULE OF INCREASES OR DECREASES IN A GLOBAL CERTIFICATE PURCHASE CONTRACT The initial number of Cash Settled Units Purchase Contracts evidenced by this Global Certificate Purchase Contract is 0. The following increases or decreases in this Global Certificate Purchase Contract have been made: Date Amount of increase in number of Cash Settled Units Purchase Contracts evidenced by the Global Certificate Purchase Contract Amount of decrease in number of Cash Settled Units Purchase Contracts evidenced by the Global Certificate Purchase Contract Number of Cash Settled Units Purchase Contracts evidenced by this the Global Certificate Purchase Contract 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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes] [Cash] in exchange for [proceeds of the Pro Rata Portions of the Treasury Unit Collateral corresponding to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the [Notes underlying Pledged Applicable Ownership Interests in Notes] [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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate 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 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 Convertible [Common Stock] [Preferred Stock Stock] deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Treasury Units evidenced by this Cash Settled 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: (if assigned to another person) If shares are to be registered in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of registered Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Cash Settled Treasury Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Fundamental Change Cash Merger Early SettlementSettlement upon a Cash Merger] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Cash Settled Treasury Units evidenced by this Cash Settled Treasury Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Treasury Units in multiples of [20][10] Cash Settled Units with an aggregate Stated Amount equal to $ or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible [Common Stock] [Preferred Stock Stock] or other securities deliverable upon such [Early Settlement] [Fundamental Change Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any Cash Settled fractional share and any Treasury Units Certificate representing any Cash Settled Treasury Units evidenced hereby as to which [Cash Merger Early Settlement] [Fundamental Change Early Settlement] 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 Cash Treasury Securities deliverable upon such [Early Settlement] [Fundamental Change 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 Guarantee: Number of Units evidenced hereby as to which [Early Settlement] [Fundamental Change Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible [Common Stock] [Preferred Stock Stock] or Cash Settled Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Cash is 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 name and address: REGISTERED HOLDER Please print name and address of registered Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Treasury Securities Transferable upon [Early Settlement] [Fundamental Change Cash Merger Early Settlement]] or a Termination Event: [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 0. The following increases or decreases in this Global Certificate have been made: 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 C INSTRUCTION TO PURCHASE CONTRACT AGENT FROM HOLDER (To Create Treasury Units or Corporate Units) The JPMorgan Chase Bank of New York Mellon Trust Company, National Association, as Purchase Contract Agent [Address] 4 New York Plaza, 15th Floor New York, New York 10004 Attention: Institutional Trust Services Telephone: (000) 000-0000 Telecopy: (000) 000-0000 Re: [ Corporate Units] [ Treasury Units] of Sxxxxxx Xxxxx & DxxxxxPNM Resources, Inc., Inc. a Connecticut New Mexico corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered to HSBC Bank USA, National AssociationJPMorgan Chase Bank, as Securities Intermediary, for credit to the Collateral Account, $ aggregate principal amount of [Value of Senior Notes] [CashTreasury Securities] in exchange for the [proceeds of the Pro Rata Portions of the Treasury Unit Collateral corresponding to Treasury Units (the “Treasury Unit Proceeds”)Pledged Senior Notes] [an equal Value of Notes underlying Pledged Treasury Securities] [Pledged Applicable Ownership Interests in NotesInterest] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 2005 (the “Pledge Agreement”; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), among 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 undersigned Holder the [Notes underlying Pledged Applicable Ownership Interests in Senior Notes] [Pledged Treasury Unit ProceedsSecurities] related to such [Corporate Units] [Treasury Units] [Pledged Applicable Ownership Interest]. Dated: SignatureDate: Signature Guarantee: Please print name and address of registered 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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate 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 F D 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 Convertible Preferred Stock Subordinate Voting Shares or other securities, as applicable, deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Units Purchase Contracts evidenced by this Cash Settled 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 Guarantee: (if assigned to another personPerson) If shares are to be registered in the name of and delivered to (or cash is to be paid to) a REGISTERED HOLDER Person other than the Holder, please (i) print such 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 Signature Signature Guarantee: * Include only if a Global Unit. ** Include only if not a Global Unit. ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY SETTLEMENT The undersigned Holder of this Cash Settled Units Certificate Purchase Contract hereby irrevocably exercises the option to effect [Early Settlement] [Settlement (which Early Settlement may, as applicable, be deemed to be in connection with a Fundamental Change Early Settlement] pursuant to Section 4.07 of the Purchase Contract Agreement) in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Cash Settled Units evidenced by this Cash Settled Units Certificate Purchase Contract as specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Stock Subordinate Voting Shares or other securities, as applicable, deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] Settlement be registered in the name of, and delivered, together with a check in payment for any Cash Settled Units Certificate fractional share and any Purchase Contract representing any Cash Settled Units Purchase Contracts evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Cash deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth 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 thereto, as provided in the Purchase Contract Agreement. Dated: Signature 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] [Fundamental Change Early Settlement] of the related Purchase Contracts Settlement is being elected: If shares of Convertible Preferred Stock Subordinate Voting Shares or Cash Settled Units Certificates Purchase Contracts are to be registered in the name of and delivered to and Pledged Cash is 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 Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable upon [Early Settlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] * Include only if a 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 Cash Settled Units Purchase Contracts evidenced by this Global Certificate certificate is 0[ ]. The following increases or decreases in this Global Certificate certificate have been made: Date Amount of increase in number of Cash Settled Units Purchase Contracts evidenced by the Global Certificate hereby Amount of decrease in number of Cash Settled Units Purchase Contracts evidenced by the Global Certificate hereby Number of Cash Settled Units Purchase Contracts evidenced by this Global Certificate hereby 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 * 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 New York Mellon Trust Company, National Association, as Purchase Contract Agent [Address] ReNotes: [ Corporate Units] [ Treasury Units] of Sxxxxxx Xxxxx & DxxxxxGFL ENVIRONMENTAL INC., Inc.an Ontario, a Connecticut Canada corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to). The undersigned Holder , for value received, hereby notifies you that it has delivered promises to HSBC pay to [U.S. Bank USA, National AssociationN.A., as Securities Intermediary, for credit to the Collateral Account, $ [Value attorney-in-fact of Notes] [Cash] in exchange for [proceeds holder(s) of the Pro Rata Portions Units of the Treasury Unit Collateral corresponding to Treasury Units which this Note forms a part]* [ ]**, or registered assigns (the “Treasury Unit ProceedsHolder”)] [an equal Value , the initial principal amount of US$8.5143 for each of the number of Notes underlying Pledged Applicable Ownership Interests set forth above[, which number of Notes may from time to time be reduced or increased as set forth in Notes] held in the Collateral AccountSchedule A hereto, as appropriate, in accordance with the Purchase Contract 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 Pledge Agreementa partial repayment of principal, dated as of November 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, 2010 (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 “AgreementInstallment Payment Period”; unless otherwise defined herein) with the final Installment Payment due and payable on March 15, terms defined 2023, all as set forth on the reverse hereof and in the Agreement are used herein 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 defined thereinprovided 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, among youat 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 Unit. ** Include only if not a Global Unit. Payments may be made at the Companyoption 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 Collateral Agent, account of the Custodial Agent and Depositary or its nominee or otherwise in accordance with applicable procedures of the Securities IntermediaryDepositary. The undersigned Holder has paid all applicable fees and expenses relating This Note shall not be entitled to such exchange. The undersigned Holder hereby instructs you any benefit under the Indenture hereinafter referred to instruct or be valid or obligatory for any purpose until the Collateral Agent to release to you Certificate of Authentication shall have been manually signed by or on behalf of the undersigned Holder U.S. Trustee. * Include only if a Global Unit. ** Include only if not a Global Unit. Reference is hereby made to the [Notes underlying Pledged Applicable Ownership Interests in Notes] [Treasury Unit Proceeds] related 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 such [Corporate Units] [Treasury Units]be duly executed. Dated: SignatureGFL ENVIRONMENTAL INC., By: Signature GuaranteeName: Please print name and address of registered HolderTitle: 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 CERTIFICATE OF AUTHENTICATION U.S. Bank of New York Mellon Trust Company, National AssociationN.A., as Purchase Contract Agent [Address] Re: Cash Settled Units U.S. Trustee, certifies that this is one of Sxxxxxx Xxxxx & Dxxxxx, Inc., a Connecticut corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered Securities of the series designated herein referred to HSBC Bank USA, National Association, as Securities Intermediary, for credit to the Collateral Account, $ in exchange for an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate Unitswithin mentioned Indenture. Dated: SignatureU.S. BANK N.A., as U.S. Trustee By: Signature Guarantee: Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, Authorized Signatory * Include only if any Address EXHIBIT F NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS UPON TERMINATION EVENT (Transfer of Collateral upon Occurrence of a Termination Event) Global Unit. ** Include only if not a Global Unit. [HOLDERREVERSE OF NOTE] Attention: Telecopy:GFL ENVIRONMENTAL INC.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Corporate Units evidenced by this Cash Settled Corporate 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 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 in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person’s 's name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of registered 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 Cash Settled Units Corporate Unit Certificate hereby irrevocably exercises the option to effect [Early 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 Cash Settled Corporate Units evidenced by this Cash Settled Units Corporate Unit Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock or other securities deliverable upon such [Early 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 Cash Settled Units fractional share and any Corporate Unit Certificate representing any Cash Settled Corporate Units evidenced hereby as to which [Early 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. The Pledged Cash Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early 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 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] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible Preferred Common Stock or Cash Settled Units other securities or Corporate Unit Certificates are to be registered in the name of and delivered to and Debentures underlying Pledged Cash is Applicable Ownership Interests in Debentures, or the Pledged 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 Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Debentures underlying Pledged Cash Transferable Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Cash Settled Corporate Units evidenced by this Global Certificate is 0________. The following increases or decreases in this Global Certificate have been made: Date Amount of increase decrease in the number of Cash Settled Corporate Units evidenced by the this Global Certificate Amount of decrease increase in the number of Cash Settled Corporate Units evidenced by the this Global Certificate Number of Cash Settled Corporate Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory officer of Purchase Contract Agent EXHIBIT D INSTRUCTION TO B FORM OF TREASURY UNIT 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 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 FROM HOLDER (To Create 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. 65339F 879 Number of Treasury Units _______ NEXTERA ENERGY, INC. Form of Face of Treasury Unit Certificate Treasury Units ($50 Stated Amount) This Treasury Unit Certificate certifies that ___________ is the registered Holder of the number of Treasury Units set forth above [for inclusion in Global Certificates only - or Corporate Unitssuch other number of Treasury Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto], which number shall not exceed________. Each Treasury Unit represents (a) The Bank the ownership by the Holder thereof of New York Mellon Trust Companya 5% undivided beneficial interest in a Treasury Security, National Associationsubject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, as Purchase Contract Agent [Address] Re: [ Corporate Units] [ Treasury Units] and (b) the rights and obligations of Sxxxxxx Xxxxx & Dxxxxxthe Holder thereof and of NextEra Energy, Inc., a Connecticut Florida corporation (the “Company”), under one Purchase Contract. The undersigned Holder All capitalized terms used herein without definition herein shall have the meaning set forth in the Purchase Contract Agreement referred to below. Pursuant to the Pledge Agreement, the ownership interest in a Treasury Security constituting part of each Treasury Unit evidenced hereby notifies you that it has delivered to HSBC Bank USA, National Association, as Securities Intermediary, for credit been pledged to the Collateral AccountAgent, $ [Value of Notes] [Cash] in exchange for [proceeds the benefit of the Pro Rata Portions Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Treasury Unit Unit. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral corresponding to Treasury Units Agent shall be paid by the Collateral Agent by wire transfer in same day funds (the “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held i) in the case of any principal payments with respect to any Pledged 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 AccountAgent (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 payments of the principal of any Pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the Purchase Contract and terms of the Pledge Agreement, dated as in full satisfaction of November 5the respective obligations of the Holders of the Treasury Units under the related Purchase Contracts. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Unit Certificate to purchase, 2010 and the Company to sell, not later than September 1, 2015 (the “AgreementPurchase Contract Settlement Date”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 at a price of the undersigned Holder the [Notes underlying Pledged Applicable Ownership Interests $50 in Notes] [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 Sxxxxxx Xxxxx & Dxxxxx, Inc., a Connecticut corporation cash (the “CompanyPurchase Price”). The undersigned Holder hereby notifies you that it has delivered to HSBC Bank USA, National Associationa number of newly issued shares of Common Stock, as Securities Intermediarypar value $0.01 per share, for credit of the Company (“Common Stock”) equal to the Collateral Accountapplicable Settlement Rate (as defined below), $ in exchange for an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with unless on or prior to the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate 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 F NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS UPON TERMINATION EVENT (Transfer of Collateral upon Occurrence of Settlement Date there shall have occurred a Termination Event) [HOLDER] Attention: Telecopy:, an Early Settlement or a Fundamental Change 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.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Treasury Units evidenced by this Cash Settled 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 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 in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person’s 's name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of registered 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 Cash Settled Units Treasury Unit Certificate hereby irrevocably exercises the option to effect [Early 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 Cash Settled Treasury Units evidenced by this Cash Settled Units Treasury Unit Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock or other securities deliverable upon such [Early 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 Cash Settled Units fractional share and any Treasury Unit Certificate representing any Cash Settled Treasury Units evidenced hereby as to which [Early 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. The Pledged Cash Treasury Securities deliverable upon such [Early Settlement] [Fundamental 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 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] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible Preferred Common Stock or Cash Settled Units other securities or Treasury Unit Certificates are to be registered in the name of and delivered to and Pledged Cash is Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s 's name and address: REGISTERED HOLDER Please print name and address of registered Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable Treasury Securities transferable upon [Early Settlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Cash Settled Treasury Units evidenced by this Global Certificate is 0________. The following increases or decreases in this Global Certificate have been made: Date Amount of increase decrease in the number of Cash Settled Treasury Units evidenced by the this Global Certificate Amount of decrease increase in the number of Cash Settled Treasury Units evidenced by the this Global Certificate Number of Cash Settled Treasury Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory officer 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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes] [Cash] in exchange for [proceeds of the Pro Rata Portions of the Treasury Unit Collateral corresponding to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the [Notes underlying Pledged Applicable Ownership Interests in Notes] [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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate 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 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 Convertible [Common Stock] [Preferred Stock Stock] deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Corporate Units evidenced by this Cash Settled 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 Guarantee: (if assigned to another person) If shares are to be registered in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person’s 's name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of registered Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Cash Settled Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Fundamental Change Cash Merger Early SettlementSettlement following a Cash Merger] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Cash Settled Corporate Units evidenced by this Cash Settled Corporate Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible [Common Stock] [Preferred Stock Stock] or other securities deliverable upon such [Early Settlement] [Fundamental Change Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any Cash Settled fractional share and any Corporate Units Certificate representing any Cash Settled Corporate Units evidenced hereby as to which [Early Settlement] [Fundamental Change 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 Cash Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Fundamental Change 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 Guarantee: Number of Units evidenced hereby as to which [Early Settlement] [Fundamental Change Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible [Common Stock] [Preferred Stock Stock] or Cash Settled Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Cash is 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 Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Cash Merger Early Settlement]] or a Termination Event: [EXHIBIT B THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF ANY OF THESE SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF ANY OF THESE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO BE ATTACHED A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A (IF AVAILABLE), (2) PURSUANT TO GLOBAL CERTIFICATES] SCHEDULE AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF INCREASES RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR DECREASES (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN GLOBAL CERTIFICATE The initial number of Cash Settled Units evidenced by this Global Certificate is 0ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. The following increases or decreases in this Global Certificate have been made: 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 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE PURCHASE CONTRACT AGENT FROM HOLDER SUCH OPINIONS OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE IN FORM REASONABLY SATISFACTORY TO IT AS PROVIDED FOR IN THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS AS PROVIDED FOR IN THE INDENTURE. (To Create FORM OF FACE OF TREASURY UNIT CERTIFICATE) No. _______ Number of Treasury Units: ______ PNM RESOURCES, INC. Treasury Units This Treasury Units Certificate certifies that ______________ is the registered Holder of the number of Treasury Units set forth above. Each Treasury Unit consists of (i) a 1/40th, or Corporate Units2.5%, 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 Bank the rights and obligations of New York Mellon Trust Company, National Association, as the Holder under one Purchase Contract Agent [Address] Re: [ Corporate Units] [ Treasury Units] of Sxxxxxx Xxxxx & Dxxxxxwith PNM Resources, Inc., a Connecticut New Mexico corporation (the “"Company”"). The undersigned Holder 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 notifies you that it has delivered to HSBC Bank USA, National Association, as Securities Intermediary, for credit have been pledged to the Collateral AccountAgent, $ [Value of Notes] [Cash] in exchange for [proceeds the benefit of the Pro Rata Portions 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 November 16, 2008 (the "Purchase Contract Settlement Date"), at a price equal to $25 (the "Purchase Price"), a number of newly issued shares of common stock, no par value, ("Common Stock") (or, under certain circumstances, one-tenth as many newly issued shares of Convertible Preferred Stock, Class A ("Preferred 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, 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 Unit Collateral corresponding 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 “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held applicable interest in the Collateral Account, including the Treasury Securities. The Company shall pay, on each Payment Date, in accordance with respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the "Contract Adjustment Payments") equal to 1.525% 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. Contract Adjustment Payments will be payable at the office of the Purchase Contract and Pledge AgreementAgent in New York City. The Contract Adjustment Payments will be payable, dated as at the option of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among you, the Company, by check mailed to 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 address of the undersigned Holder Person entitled thereto at such Person's address as it appears on the [Notes underlying Pledged Applicable Ownership Interests in Notes] [Treasury Unit Proceeds] related Security Register, or by wire transfer to the account designated by such [Corporate Units] [Treasury Units]Person by a prior written notice to the Purchase Contract Agent. Dated: Signature: Signature Guarantee: Please print name and address 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 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 authentication hereon has been executed by the Purchase Contract Agent [Address] Re: Cash Settled by manual signature, this Treasury Units of Sxxxxxx Xxxxx & Dxxxxx, Inc., a Connecticut corporation (Certificate shall not be entitled to any benefit under 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 Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with Pledge Agreement or the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate Units. Dated: Signature: Signature Guarantee: Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if be valid or obligatory for 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:purpose.

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Cash Settled Treasury HiMEDS Units evidenced by this Cash Settled Treasury 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 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 in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Please print name and address of registered Holder: signature Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature GuaranteeREGISTERED HOLDER Please print name and address of Registered Holder: Name Address DTC Participant #: ELECTION TO SETTLE EARLY/FUNDAMENTAL CHANGE EARLY/ MERGER EARLY SETTLEMENT The undersigned Holder of this Cash Settled Treasury HiMEDS Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Fundamental Change 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 Cash Settled Treasury HiMEDS Units evidenced by this Cash Settled Treasury HiMEDS Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Treasury HiMEDS Units in multiples of [20][10] Cash Settled 20 Treasury HiMEDS Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Convertible Preferred Common Stock or other securities deliverable upon such [Early Settlement] [Fundamental Change Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any Cash Settled fractional share and any Treasury HiMEDS Units Certificate representing any Cash Settled Treasury HiMEDS Units evidenced hereby as to which [Early Settlement] [Fundamental Change 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 Cash Treasury Securities deliverable upon such [Early Settlement] [Fundamental Change 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. DatedDate: 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 (“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 #: Number of Treasury HiMEDS Units evidenced hereby as to which [Early Settlement] [Fundamental Change Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Convertible Preferred Common Stock or Cash Settled Treasury Units Certificates are to be registered in the name of and delivered to and Pledged Cash is Treasury Securities, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of registered Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER DTC Participant #: Transfer Instructions for Pledged Cash Treasury Securities Transferable upon [Early Settlement] [Fundamental Change Merger Early Settlement]] or a Termination Event: [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 0. The following increases or decreases in this Global Certificate have been made: Date Amount of increase in number Number of Cash Settled Treasury HiMEDS Units evidenced by the Global Certificate Amount of decrease in number Number of Cash Settled Units Treasury HiMEDS Unites evidenced by the Global Certificate Number of Cash Settled Treasury HiMEDS Units evidenced by this Global Certificate following such decrease or increase Signature of authorized signatory of Purchase Contract Agent EXHIBIT D C INSTRUCTION TO PURCHASE CONTRACT AGENT FROM HOLDER (To Create Treasury HiMEDS Units or Corporate HiMEDS Units) The Bank of New York Mellon Trust Company, National AssociationYork, as Purchase Contract Agent [Address] 000 Xxxxxxx Xxxxxx—8W New York, NY 10286 Telecopier No.: (000) 000-0000/5707 Attention: Corporate Trust Administration Re: [ Corporate HiMEDS Units] [ Treasury HiMEDS Units] of Sxxxxxx Xxxxx & Dxxxxx, Inc.BankUnited Financial Corporation, a Connecticut Florida 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, $ aggregate principal amount of [Value of Senior Notes] [CashTreasury Securities] in exchange for the [proceeds of the Pro Rata Portions of the Treasury Unit Collateral corresponding to Treasury Units (the “Treasury Unit Proceeds”)Pledged Senior Notes] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in NotesTreasury Securities] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5April 25, 2010 2007 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the [Notes underlying Pledged Applicable Ownership Interests in Senior Notes] [Pledged Treasury Unit ProceedsSecurities] related to such [Corporate HiMEDS Units] [Treasury HiMEDS Units]. DatedDate: Signature: Signature Guarantee: DTC Participant No. Please print name and address of registered 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 Sxxxxxx Xxxxx & Dxxxxx, 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 Notes underlying Pledged Applicable Ownership Interests in Notes held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among 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 undersigned Holder the Notes underlying Pledged Applicable Ownership Interests in Notes related to such Corporate 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 F D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS UPON TERMINATION EVENT (Transfer of Collateral upon Occurrence of a Termination Event) [HOLDER] Attention: Telecopy: