Common use of Upon Early Settlement of Purchase Contracts by Clause in Contracts

Upon Early Settlement of Purchase Contracts by. a Holder of the related Units, the Company shall issue, and the Holder shall be entitled to receive, a number of shares of Common Stock (or in the case of an Early Settlement following a Reorganization Event, a number of units of Exchange Property) equal to the Minimum Settlement Rate for each Purchase Contract as to which Early Settlement is effected. No later than the third Business Day after the applicable Early Settlement Date, the Company shall cause the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered, together with payment in lieu of any fraction of a share, as provided in Section 5.08. Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the Senior Notes, the Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from the Securities Intermediary, as applicable, the Purchase Contract Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units: transfer to the Holder the Senior Notes, the Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, related to such Units, deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement, together with payment in lieu of any fraction of a share, as provided in Section 5.08, and if so required under the Securities Act, deliver a Prospectus for the shares of Common Stock issuable upon such Early Settlement as contemplated by Section 5.07(a). In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement the Company shall execute and the Purchase Contract Agent shall execute on behalf of the Holder, authenticate and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.

Upon Early Settlement of Purchase Contracts by. a Holder of the related Units, the Company Pledged Securities underlying such Units shall issue, be released from the Pledge as provided in the Pledge Agreement and the Holder shall be entitled to receive, a number of shares Shares on account of Common Stock (or in the case of an Early Settlement following a Reorganization Event, a number of units of Exchange Property) equal to the Minimum Settlement Rate for each Purchase Contract forming part of a Unit as to which Early Settlement is effected. No later than effected equal to the third Business Day after the applicable Early Settlement Date, the Company shall cause the shares of Common Stock issuable upon Rate. The Early Settlement of Purchase Contracts Rate shall initially be equal to __________ and shall be issued adjusted in the same manner and delivered, together with payment in lieu of any fraction of a share, at the same time as the Settlement Rate is adjusted as provided in Section 5.08the Purchase Contract Agreement. Upon Early Settlement The transfer of any Unit Certificate will be registered and Unit Certificates may be exchanged as provided in the Purchase ContractsContract Agreement. The Unit Registrar may require a Holder, among other things, to furnish appropriate endorsements and subject to receipt transfer documents permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of shares of Common Stock from transfer or exchange, but the Company and the Senior NotesPurchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Unless a Holder elects Collateral Substitution, Early Settlement or Merger Early Settlement, for so long as the Purchase Contract underlying a Unit remains in effect, such Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Unit in respect of the Pledged Securities and Purchase Contract constituting such Unit may be transferred and exchanged only as an integrated Unit. Upon registration of transfer of this Unit Certificate, the Applicable Ownership Interests in transferee shall be bound (without the Treasury Portfolio or Treasury Securitiesnecessity of any other action on the part of such transferee) by the terms of the Purchase Contracts evidenced hereby and by the Pledge Agreement, and the transferor shall be released from such obligations. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Unit Certificate, by its acceptance hereof, irrevocably authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contracts evidenced hereby on its behalf as its attorney-in-fact, agrees to be bound by the case terms and provisions thereof, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Principal Agreements, irrevocably authorizes and directs the Purchase Contract Agent to enter into the Pledge Agreement on its behalf as its attorney-in-fact, and consents to and agrees to be bound by the Pledge evidenced hereby pursuant to the Pledge Agreement. Subject to certain exceptions, the provisions of the Principal Agreements may bebe amended with the consent of the Holders of at least a majority of the Outstanding Units. THE PURCHASE CONTRACTS SHALL FOR ALL PURPOSES BE GOVERNED BY, from the Securities IntermediaryAND CONSTRUED IN ACCORDANCE WITH, as applicableTHE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. The Company, the Purchase Contract Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse and any agent of the Certificate evidencing the related Units: transfer to the Holder the Senior Notes, the Applicable Ownership Interests in the Treasury Portfolio Company or Treasury Securities, as the case may be, related to such Units, deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement, together with payment in lieu of any fraction of a share, as provided in Section 5.08, and if so required under the Securities Act, deliver a Prospectus for the shares of Common Stock issuable upon such Early Settlement as contemplated by Section 5.07(a). In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement the Company shall execute and the Purchase Contract Agent shall execute on behalf may treat the Person in whose name this Unit Certificate is registered as the owner of the HolderUnits evidenced hereby for the purpose of receiving payments of distributions or interest on the Pledged Securities, authenticate receiving the rights and deliver performing the obligations under 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 Holder thereofcontrary, at the expense of and neither the Company, a the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. THE PURCHASE CONTRACTS SHALL NOT, PRIOR TO THE SETTLEMENT THEREOF, ENTITLE THE HOLDER TO ANY OF THE RIGHTS OF A HOLDER OF COMMON SHARES. Copies of the Principal Agreements are available for inspection at the offices of the Purchase Contract Agent. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Unit Certificate evidencing shall not be entitled to any benefit under the Units as to which Early Settlement was not effectedPrincipal Agreements or be valid or obligatory for any purpose.

Upon Early Settlement of Purchase Contracts by. a Holder of the related Units, the Company Notes underlying the Pledged Applicable Ownership Interests in Notes or the portion of the Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of the definition of such term) underlying such Units shall issue, be released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive, receive a number of shares of Common Stock (or in the case of an Early Settlement following a Reorganization Event, a number of units of Exchange Property) equal to the Minimum Settlement Rate for each Purchase Contract as to which Early Settlement is effected. No later than Upon the third Business Day after the applicable occurrence of a Fundamental Change, a Holder of Corporate Units may effect Fundamental Change Early Settlement Dateof the Purchase Contracts underlying such Corporate Units pursuant to the terms of the Purchase Contract and Pledge Agreement in integral multiples of 40 Corporate Units, or if the Company shall cause Applicable Ownership Interests in the shares Treasury Portfolio have replaced the Applicable Ownership Interests in Notes as a component of Common Stock issuable upon the Corporate Units, in integral multiples of 20,000 Corporate Units. Upon Fundamental Change Early Settlement of Purchase Contracts to by a Holder of the related Corporate Units, the Notes underlying the Pledged Applicable Ownership Interests in Notes or the portion of the Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of the definition of such term) underlying such Corporate Units shall be issued and delivered, together with payment in lieu of any fraction of a share, released from the Pledge as provided in Section 5.08. Upon Early Settlement of any the Purchase Contracts, Contract and subject Pledge Agreement and the Holder shall be entitled to receipt receive a number of shares of Common Stock or other consideration specified in the Purchase Contract and Pledge Agreement on account of each Purchase Contract that forms a part of a Corporate Unit as to which Fundamental Change Early Settlement is effected equal to the sum of the applicable Settlement Rate and the applicable number of Make-Whole Shares (determined, in each case, as set forth in the Purchase Contract and Pledge Agreement). Upon registration of transfer of this Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement) under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Corporate Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Corporate Units Certificate, by its acceptance hereof, irrevocably appoints the Purchase Contract Agent to enter into and perform under the related Purchase Contracts forming part of the Corporate Units evidenced hereby, the Purchase Contract and Pledge Agreement and the Remarketing Agreement to be entered into among the Company, the Purchase Contract Agent and the Remarketing Agent(s) identified therein, as the same may be amended, amended and restated, supplemented or otherwise modified or replaced from time to time (the “Remarketing Agreement”), on its behalf and in its name as its attorney-in-fact and the Holder of this Corporate Units Certificate hereby authorizes the Purchase Contract Agent to take such actions on its behalf and to exercise such powers as are delegated to the Purchase Contract Agent by the terms of the Purchase Contract and Pledge Agreement or the Remarketing Agreement or under any other document or instrument referred to or provided for herein or in connection herewith; agrees to be bound by the terms and provisions of the Corporate Unit evidenced hereby (including, but not limited to, the terms and provisions of the Purchase Contract forming part of such Unit, and the Purchase Contract and Pledge Agreement) for so long as it remains a Holder of such Unit; consents to, and agrees to be bound by, the Pledge of the Applicable Ownership Interests in Notes and the underlying Notes or the Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of the definition of Applicable Ownership Interests in the Treasury Portfolio), as the case may be, underlying this Corporate Units Certificate pursuant to the Purchase Contract and Pledge Agreement; and expressly withholds any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise of the Purchase Contract forming part of the Corporate Unit evidenced hereby by the Company or its trustee, receiver, liquidator or any person or entity performing similar functions in the event that the Company becomes a debtor under the Bankruptcy Code or subject to other similar state or federal law providing for reorganization or liquidation. The Holder further covenants and agrees that, to the extent and in the manner provided in the Purchase Contract and Pledge Agreement, any payments with respect to the Notes underlying the Pledged Applicable Ownership Interests in Notes (other than interest payments thereon) or the Proceeds of the Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of the definition of Applicable Ownership Interests in the Treasury Portfolio), as the case may be, on the Purchase Contract Settlement Date in an amount equal to the aggregate Purchase Price, as described in the Purchase Contract and Pledge Agreement, for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder’s Obligations under the related Purchase Contracts. The Holder of this Corporate Units Certificate hereby accepts the authorizations, appointments, acknowledgments and other actions taken by the Purchase Contract Agent in accordance with the Purchase Contract and Pledge Agreement, the Remarketing Agreement or any other document or instrument referred to or provided for or in connection with the Purchase Contract and Pledge Agreement. Upon U.S. Bank’s receipt of any initial direction, notice or instruction under the Purchase Contract and Pledge Agreement, any further instruction, notice or direction that U.S. Bank is required to make to U.S. Bank in its other capacities under the terms of the Purchase Contract and Pledge Agreement shall be deemed by the Holder of this Corporate Units Certificate as being made by U.S. Bank in such other capacities without any further action by U.S. Bank in such other capacities. Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of not less than a majority of the Outstanding Units. The Corporate Units and 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 Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. Prior to due presentment of this Certificate for registration of transfer, the Company and the Senior Purchase Contract Agent, and any agent of the Company or the Purchase Contract Agent, may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the purpose of (subject to the applicable record date) any payment or distribution with respect to the Notes underlying the Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (ii) of the definition thereof) or Treasury Securitiespayment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes whatsoever in connection with the Corporate Units, as whether or not such payment, distribution, or performance shall be overdue and notwithstanding any notice to the case may becontrary, from and neither the Securities Intermediary, as applicable, Company or the Purchase Contract Agent shallAgent, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse nor any agent of the Certificate evidencing the related Units: transfer to the Holder the Senior Notes, the Applicable Ownership Interests in the Treasury Portfolio Company or Treasury Securities, as the case may be, related to such Units, deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement, together with payment in lieu of any fraction of a share, as provided in Section 5.08, and if so required under the Securities Act, deliver a Prospectus for the shares of Common Stock issuable upon such Early Settlement as contemplated by Section 5.07(a). In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement the Company shall execute and the Purchase Contract Agent Agent, shall execute on behalf be affected by notice to the contrary. A copy of the Holder, authenticate Purchase Contract and deliver to the Holder thereof, Pledge Agreement is available for inspection at the expense offices of the CompanyPurchase Contract Agent. ABBREVIATIONS The following abbreviations, a Certificate evidencing 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 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 within Corporate Units as Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney, to which Early Settlement was not effected.transfer said Corporate Units Certificates on the books of THE SOUTHERN COMPANY, with full power of substitution in the premises. Dated: Signature:

Upon Early Settlement of Purchase Contracts by. a Holder of the related UnitsSecurities, the Company Pledged Preferred Shares underlying such Securities shall issue, be released from the Pledge as provided in the Pledge Agreement and the Holder shall be entitled to receive, receive a number of shares Common Shares on account of Common Stock (or in the case of an Early Settlement following a Reorganization Event, a number of units of Exchange Property) equal to the Minimum Settlement Rate for each Purchase Contract forming part of a PEPS Unit as to which Early Settlement is effectedeffected equal to o Common Shares per Purchase Contract (the "Early Settlement Rate"). No later than The Early Settlement Rate shall be adjusted in the third Business Day same manner and at the same time as the Settlement Rate is adjusted as provided in the Purchase Contract Agreement. Upon registration of transfer of this PEPS Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this PEPS Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this PEPS Units Certificate, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the PEPS Units evidenced hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (i.e., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under any Bankruptcy Law, including the Bankruptcy Code, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform his obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Preferred Shares underlying this PEPS Units Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, payments in respect to the aggregate liquidation preference of the Pledged Preferred Shares on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the 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 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 Company or the Purchase Contract Agent may treat the Person in whose name this PEPS Units Certificate is registered as the owner of the PEPS Units evidenced hereby for the purpose of receiving payments of dividends payable quarterly on the Preferred Shares, receiving payments of Contract Adjusment Payments, 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 Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of Common Shares. 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 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 within PEPS Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney __________________, to transfer said PEPS Units Certificates on the books of PartnerRe Ltd. with full power of substitution in the premises. Dated: Signature ------------------------ ------------------------------- NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within PEPS Units Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ---------------------------------------- SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for Common Shares deliverable upon settlement on or after the applicable Early Purchase Contract Settlement Date, Date of the Company shall cause the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to underlying the number of PEPS Units evidenced by this PEPS Units Certificate be issued 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 lieu of any fraction the name of a share, as provided in Section 5.08. Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from Person other than the Company and the Senior Notesundersigned, the Applicable Ownership Interests 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 Treasury Portfolio or Treasury Securities, as the case may be, from the Securities Intermediary, as applicable, the Purchase Contract Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form name of Election and delivered to Settle Early on the reverse of the Certificate evidencing the related Units: transfer to the Holder the Senior Notes, the Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, related to such Units, deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement, together with payment in lieu of any fraction of a share, as provided in Section 5.08, and if so required under the Securities Act, deliver a Prospectus for the shares of Common Stock issuable upon such Early Settlement as contemplated by Section 5.07(a). In the event that Early Settlement is effected with respect to Purchase Contracts underlying less Person other than all the Units evidenced by a Certificate, upon such Early Settlement the Company shall execute and the Purchase Contract Agent shall execute on behalf of the Holder, authenticate please (i) print such REGISTERED HOLDER Person's name and deliver to the Holder thereofaddress and (ii) provide a guarantee of Please print name and address of your signature: Registered Holder: ----------------------------------- ---------------------------------------- Name Name ----------------------------------- ---------------------------------------- Address Address ----------------------------------- ---------------------------------------- ----------------------------------- ---------------------------------------- ----------------------------------- ---------------------------------------- Social Security or other Taxpayer Identification Number, at the expense of the Company, if any ________________________________________ Transfer Instructions for Pledged Preferred Shares transferable upon a Certificate evidencing the Units as to which Early Settlement was not effected.Termination Event: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- --------------------------------------------------------------------------------

Upon Early Settlement of Purchase Contracts by. a Holder of the related Treasury Units, the Pledged Treasury Securities underlying such Treasury Units shall be released from the Pledge as provided in the Pledge Agreement. Upon registration of transfer of this Treasury Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Units Certificate. The Company shall issuecovenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder shall be entitled of this Treasury Units Certificate, by its acceptance hereof, authorizes the Purchase Contract Agent to receiveenter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced hereby on its behalf as its attorney-in-fact, a number expressly withholds any consent to the assumption (i.e., affirmance) of shares of Common Stock (the Purchase Contracts by the Company or its trustee in the case of an Early Settlement following a Reorganization Event, a number of units of Exchange Property) equal to the Minimum Settlement Rate for each Purchase Contract as to which Early Settlement is effected. No later than the third Business Day after the applicable Early Settlement Date, event that the Company shall cause becomes the shares subject of Common Stock issuable upon Early Settlement of Purchase Contracts a case under the Bankruptcy Code, agrees to be issued bound by the terms and deliveredprovisions thereof, together with payment in lieu of any fraction of a share, as provided in Section 5.08. Upon Early Settlement of any covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Treasury Securities underlying this Treasury Units Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to receipt the terms thereof, payments in respect to the aggregate principal amount of shares of Common Stock from the Pledged Treasury Securities on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and the Senior Notessuch Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the Applicable Ownership Interests 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 shall for all purposes be governed by, and construed in accordance with, the Treasury Portfolio or Treasury Securitieslaws of the State of New York, as the case may be, from the Securities Intermediary, as applicablewithout regard to conflicts of laws principles thereof. The Company, the Purchase Contract Agent shall, and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in accordance with whose name this Treasury Units Certificate is registered as the instructions provided by owner of the Holder thereof Treasury Units evidenced hereby for the purpose of receiving payments of interest on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units: transfer to the Holder the Senior Notes, the Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as receiving payments of Purchase Contract Payments, performance of the case may bePurchase Contracts and for all other purposes whatsoever, related to such Units, deliver 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 Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a certificate or certificates for the full number holder of shares of Common Stock issuable upon such Early Settlement, together with payment in lieu Stock. A copy of any fraction of a share, as provided in Section 5.08, and if so required under the Securities Act, deliver a Prospectus for the shares of Common Stock issuable upon such Early Settlement as contemplated by Section 5.07(a). In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement the Company shall execute and the Purchase Contract Agent shall execute on behalf Agreement is available for inspection at the offices of the HolderPurchase Contract Agent. ABBREVIATIONS The following abbreviations, authenticate 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 deliver not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned 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 within Treasury Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said Treasury Units Certificates on the Holder thereofbooks of Public Service Enterprise Group Incorporated, at and PSEG Funding Trust I with full power of substitution in the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.premises. Dated: _____________________________ Signature_____________________________

Upon Early Settlement of Purchase Contracts by. a Holder of the related Corporate Units, the Company shall issue, and the Holder shall be entitled to receive, a number of shares of Common Stock (Pledged Preferred Securities or in the case of an Early Settlement following a Reorganization Event, a number of units of Exchange Property) equal to the Minimum Settlement Rate for each Purchase Contract as to which Early Settlement is effected. No later than the third Business Day after the applicable Early Settlement Date, the Company shall cause the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered, together with payment in lieu of any fraction of a share, as provided in Section 5.08. Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the Senior Notes, the Pledged Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or Treasury Securitiesunderlying such Corporate Units, as the case may be, shall be released from the Securities IntermediaryPledge as provided in the Pledge Agreement. Upon registration of transfer of this Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as applicable, may be required by the Purchase Contract Agent shallpursuant to the Purchase Contract Agreement), in accordance with under the instructions provided terms of the Purchase Contract Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Corporate Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder thereof on of this Corporate Units Certificate, by its acceptance hereof, authorizes the applicable form of Election Purchase Contract Agent to Settle Early on enter into and perform the reverse related Purchase Contracts forming part of the Certificate evidencing the related Units: transfer Corporate Units evidenced hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the Holder assumption (i.e., affirmance) of the Senior NotesPurchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform his obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Preferred Securities or the appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or Treasury SecuritiesPortfolio, as the case may be, related to such Units, deliver underlying this Corporate Units Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, payments in respect to the aggregate liquidation amount of the Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a certificate majority of the Purchase Contracts. 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 Company or certificates the Purchase Contract Agent may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the full number purpose of receiving payments of distributions payable quarterly on the Preferred Securities, receiving payments of Purchase Contract Payments, 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 Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock issuable upon such Early Settlement, together with payment in lieu Stock. A copy of any fraction of a share, as provided in Section 5.08, and if so required under the Securities Act, deliver a Prospectus for the shares of Common Stock issuable upon such Early Settlement as contemplated by Section 5.07(a). In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement the Company shall execute and the Purchase Contract Agent shall execute on behalf Agreement is available for inspection at the offices of the HolderPurchase Contract Agent. ABBREVIATIONS The following abbreviations, authenticate 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 deliver not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned 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 within Corporate Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney __________________, to transfer said Corporate Units Certificates on the Holder thereofbooks of Public Service Enterprise Group Incorporated, at and PSEG Funding Trust I with full power of substitution in the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.premises. Dated: _____________________________ Signature_____________________________

Upon Early Settlement of Purchase Contracts by. a Holder of the related Units, the Company Notes or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be, underlying such Units shall issue, be released from the Pledge as provided in the Pledge Agreement and the Holder shall be entitled to receive, a number of shares of Common Stock (or in the case of an Early Settlement following a Reorganization Event, a number of units of Exchange Property) equal to the Minimum Settlement Rate for each Purchase Contract forming part of a Normal Unit as to which Early Settlement is effected. No later than the third Business Day after the applicable Early Settlement Date, the Company shall cause the effected equal to 2.3202 shares of Common Stock issuable upon per Purchase Contract (the "Early Settlement of Purchase Contracts to Rate"). The Early Settlement Rate shall be issued adjusted in the same manner and delivered, together with payment in lieu of any fraction of a share, at the same time as the Settlement Rate is adjusted as provided in Section 5.08the Purchase Contract Agreement. Upon Early Settlement registration of transfer of this Normal Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Normal Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Normal Units Certificate, by its acceptance hereof, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Normal Units evidenced hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (i.e., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform such Holder's obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and subject perform the Pledge Agreement on such Holder's behalf as attorney-in-fact, and consents to receipt the Pledge of shares of Common Stock from the Company and the Senior Notes, Notes or the Applicable Ownership Interests Interest in the Treasury Portfolio, as the case may be, underlying this Normal Units Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, payments in respect of the Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to be paid upon settlement of such Holder's obligations to purchase Common Stock under the Purchase Contract, shall be paid on the Stock Purchase Date by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Each Purchase Contract evidenced hereby obligates the Holder to agree, for U.S. tax purposes, to (i) treat an acquisition of the Normal Unit as an acquisition of the Note and Purchase Contract constituting the Normal Unit and (ii) treat itself as owner of the related Notes, Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be. Subject to certain exceptions, from the Securities Intermediary, as applicable, provisions of the Purchase Contract Agent shallAgreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with with, the instructions provided by laws of the Holder thereof State of New York. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Normal Units Certificate is registered as the owner of the Normal Units evidenced hereby for the purpose of receiving quarterly payments on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units: transfer to the Holder the Senior Notes, or the Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury SecuritiesPortfolio, as the case may be, related to such Units, deliver performance of the Purchase Contracts and for all other purposes whatsoever (subject to the Record Date provisions hereof), whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Agent, such Affiliates nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a certificate or certificates for the full number holder of shares of Common Stock issuable upon such Early Settlement, together with payment in lieu Stock. A copy of any fraction of a share, as provided in Section 5.08, and if so required under the Securities Act, deliver a Prospectus for the shares of Common Stock issuable upon such Early Settlement as contemplated by Section 5.07(a). In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement the Company shall execute and the Purchase Contract Agent shall execute on behalf Agreement is available for inspection at the offices of the HolderAgent. ABBREVIATIONS The following abbreviations, authenticate 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 -------------------------------- (State) TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and deliver to not as tenants in common Additional abbreviations may also be used though not in the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effectedabove list.

Upon Early Settlement of Purchase Contracts by. a Holder of the related Units, the Company Notes or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be, underlying such Units shall issue, be released from the Pledge as provided in the Pledge Agreement and the Holder shall be entitled to receive, a number of shares of Common Stock (or in the case of an Early Settlement following a Reorganization Event, a number of units of Exchange Property) equal to the Minimum Settlement Rate for each Purchase Contract forming part of a Normal Unit as to which Early Settlement is effected. No later than the third Business Day after the applicable Early Settlement Date, the Company shall cause the shares effected equal to ___ share of Common Stock issuable upon per Purchase Contract (the "Early Settlement of Purchase Contracts to Rate"). The Early Settlement Rate shall be issued adjusted in the same manner and delivered, together with payment in lieu of any fraction of a share, at the same time as the Settlement Rate is adjusted as provided in Section 5.08the Purchase Contract Agreement. Upon Early Settlement registration of transfer of this Normal Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Normal Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Normal Units Certificate, by its acceptance hereof, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Normal Units evidenced hereby on his behalf as his attorney-in-fact, expressly withholds any consent to the assumption (i.e., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform such Holder's obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and subject perform the Pledge Agreement on such Holder's behalf as attorney-in-fact, and consents to receipt the Pledge of shares of Common Stock from the Company and the Senior Notes, Notes or the Applicable Ownership Interests Interest in the Treasury Portfolio, as the case may be, underlying this Normal Units Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, payments in respect of the Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to be paid upon settlement of such Holder's obligations to purchase Common Stock under the Purchase Contract, shall be paid on the Stock Purchase Date by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Each Purchase Contract evidenced hereby obligates the Holder to agree, for U.S. federal, state and local income and franchise tax purposes, to (i) treat an acquisition of the Normal Unit as an acquisition of the Note and Purchase Contract constituting the Normal Unit and (ii) treat itself as owner of the related Notes, Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be. Subject to certain exceptions, from the Securities Intermediary, as applicable, provisions of the Purchase Contract Agent shallAgreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with with, the instructions provided by laws of the Holder thereof State of New York. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Normal Units Certificate is registered as the owner of the Normal Units evidenced hereby for the purpose of receiving quarterly payments on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units: transfer to the Holder the Senior Notes, or the Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury SecuritiesPortfolio, as the case may be, related to such Units, deliver performance of the Purchase Contracts and for all other purposes whatsoever (subject to the Record Date provisions hereof), whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Agent, such Affiliates nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a certificate or certificates for the full number holder of shares of Common Stock issuable upon such Early Settlement, together with payment in lieu Stock. A copy of any fraction of a share, as provided in Section 5.08, and if so required under the Securities Act, deliver a Prospectus for the shares of Common Stock issuable upon such Early Settlement as contemplated by Section 5.07(a). In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement the Company shall execute and the Purchase Contract Agent shall execute on behalf Agreement is available for inspection at the offices of the HolderAgent. ABBREVIATIONS The following abbreviations, authenticate 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 ------------------------------------------ (State) TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and deliver to not as tenants in common Additional abbreviations may also be used though not in the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effectedabove list.

Upon Early Settlement of Purchase Contracts by. a Holder of the related UnitsSecurities, the Company pledged Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio underlying such Securities shall issue, be released from the Pledge as provided in the Pledge Agreement and the Holder shall be entitled to receive, receive a number of shares of Common Stock (or in the case on account of an Early Settlement following a Reorganization Event, a number of units of Exchange Property) equal to the Minimum Settlement Rate for each Purchase Contract forming part of a Corporate Units as to which Early Settlement is effected. No later than effected equal to the third Business Day after the applicable Early Settlement Date, the Company Rate. The Early Settlement Rate shall cause the initially be equal to __________ shares of Common Stock issuable upon Early and shall be adjusted in the same manner and at the same time as the Settlement of Purchase Contracts to be issued and delivered, together with payment in lieu of any fraction of a share, Rate is adjusted as provided in Section 5.08the Purchase Contract Agreement. Upon Early Settlement registration of transfer of this Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement) under the terms of the Purchase Contract Agreement, the Pledge Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contract Agreement, the Pledge Agreement and the Purchase Contracts evidenced by this Corporate Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Corporate Units Certificate, by its acceptance hereof, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Corporate Units evidenced hereby on his behalf as his attorney-in-fact, expressly withholds any consent to the assumption (i.e., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and subject perform the Pledge Agreement on its behalf as its attorney-in-fact, and consents to receipt the Pledge of shares of Common Stock from the Company and Debentures or the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury SecuritiesPortfolio, as the case may be, from underlying this Corporate Units Certificate pursuant to the Securities IntermediaryPledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, Proceeds of the pledged Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such Proceeds. Subject to certain exceptions, the 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 shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the purpose of receiving payments of interest payable quarterly on the Debentures or on the maturing quarterly interest strips of the Treasury Portfolio, as applicable, 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 A-13 97 contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the 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 ------------------------------------ (State) TEN ENT - 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 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 within Corporate Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing -------------------------------------------------------------------------------- attorney to transfer said Corporate Units Certificates on the books of NRG Energy, Inc. with full power of substitution in the premises. Dated: ------------------- ---------------------------------------- Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Corporate Units Certificates in every particular, without alteration or enlargement or any change whatsoever. 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 shallMedallion 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 instructions provided by the Holder thereof on the applicable form Securities Exchange Act of Election to Settle Early on the reverse of the Certificate evidencing the related Units: transfer to the Holder the Senior Notes, the Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities1934, as the case may be, related to such Units, deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement, together with payment in lieu of any fraction of a share, as provided in Section 5.08, and if so required under the Securities Act, deliver a Prospectus for the shares of Common Stock issuable upon such Early Settlement as contemplated by Section 5.07(a). In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement the Company shall execute and the Purchase Contract Agent shall execute on behalf of the Holder, authenticate and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effectedamended.