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

Upon Early Settlement of Purchase Contracts. by a Holder of the related Securities, the Pledged Treasury Securities underlying such Securities shall 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 on account of each Purchase Contract forming part of a Stripped Unit as to which Early Settlement is effected equal to the Early Settlement Rate. The Early Settlement Rate shall initially be equal to - shares of Common Stock and shall be adjusted in the 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 Stripped Unit 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 Stripped Unit Certificate. The Company covenants and agrees, and the Holder, by his acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Stripped Unit Certificate, by his acceptance hereof, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Stripped Units evidenced hereby on his 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 its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and perform the Pledge Agreement on his behalf as his attorney-in-fact, and consents to the Pledge of the Treasury Securities underlying this Stripped Unit 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 Stated Amount of 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 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 for all purposes 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 Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Stripped Unit Certificate is registered as the owner of the Stripped Units evidenced hereby for the purpose of receiving payments of interest on the Treasury Securities, 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 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 Stock. A copy of the Purchase Contract Agreement is available for inspection at the designated office 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 Stripped Unit Certificate and all rights thereunder, hereby irrevocably constituting and appointing ------------------------------------------------------------------------------- attorney to transfer said Stripped Unit Certificate on the books of DTE Energy Company 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 Stripped Unit Xxxxxxxxxxx xx xxxxx xxxxxcular, without alteration or enlargement or any change whatsoever. Signature Guarantee:_______________

Upon Early Settlement of Purchase Contracts. by a Holder of the related Securities, the Pledged Treasury Securities underlying such Securities shall be released from the Pledge as provided in the Pledge Agreement and Units: (i) the Holder shall be entitled to will receive a number of shares of Common Stock on account (or in the case of an Early Settlement following a Reorganization Event, a number of Exchange Property Units) equal to the applicable Minimum Settlement Rate for each Purchase Contract forming part of a Stripped Unit as to which Early Settlement is effected equal effected, subject to adjustment under Section 5.05; (ii) the Early Settlement Rate. The Early Settlement Rate shall initially be equal to - shares of Common Stock and shall be adjusted Notes, the Applicable Ownership Interest in the 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 Stripped Unit 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 Stripped Unit Certificate. The Company covenants and agrees, and the Holder, by his acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Stripped Unit Certificate, by his acceptance hereof, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Stripped Units evidenced hereby on his behalf as its attorney-in-fact, expressly withholds any consent to the assumption (i.e., affirmance) of the Purchase Contracts by the Company Treasury Portfolio 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 perform the Pledge Agreement on his behalf as his attorney-in-fact, and consents to the Pledge of the Treasury Securities underlying this Stripped Unit 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 Stated Amount of 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 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 for all purposes 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 Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Stripped Unit Certificate is registered as the owner of the Stripped Units evidenced hereby for the purpose of receiving payments of interest on the Treasury Securities, performance as the case may be, related to the Corporate Units or Treasury Units will be transferred to the holder free and clear of the Purchase Contracts Company’s security interest; (iii) the Holder will be entitled to receive any accrued and for all other purposes whatsoeverunpaid Contract Adjustment Payments (including any accrued and unpaid deferred Contract Adjustment Payments and Compounded Contract Adjustment Payments thereon) to, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Companybut excluding, the Agent nor quarterly Payment Date immediately preceding the Early Settlement Date; (iv) the Holder’s right to receive future Contract Adjustment Payments and any such agent shall accrued and unpaid Contract Adjustment Payments for the period since the most recent quarterly Payment Date (including any accrued and unpaid deferred Contract Adjustment Payments and Compounded Contract Adjustment Payments thereon) will terminate; and (v) no adjustment will be affected by notice made to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle or for the Holder on account of any accrued and unpaid Contract Adjustment Payments (including any accrued and unpaid deferred Contract Adjustment Payments and Compounded Contract Adjustment Payments thereon) referred to any of the rights of a holder of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the designated office 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 ----------------------------------------------------- immediately preceding clause (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(siv), 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 Stripped Unit Certificate and all rights thereunder, hereby irrevocably constituting and appointing ------------------------------------------------------------------------------- attorney to transfer said Stripped Unit Certificate on the books of DTE Energy Company 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 Stripped Unit Xxxxxxxxxxx xx xxxxx xxxxxcular, without alteration or enlargement or any change whatsoever. Signature Guarantee:_______________.

Upon Early Settlement of Purchase Contracts. by a Holder of the related SecuritiesUnits, on the Pledged Treasury Securities underlying applicable Settlement Date: (i) such Securities shall be released from the Pledge as provided in the Pledge Agreement and the Holder shall be entitled to receive receive, and the Company will deliver to the Purchase Contract Agent for delivery to such Holder, a number of shares of Common Stock (or in the case of an Early Settlement following a Reorganization Event, a number of Exchange Property Units) equal to the applicable Minimum Settlement Rate as in effect on account of the Early Settlement Date for each Purchase Contract forming part of a Stripped Unit as to which Early Settlement is effected equal effected, subject to the Early Settlement Rate. The Early Settlement Rate shall initially be equal to - shares adjustment under Section 5.05(a)(vii), together with payment in lieu of Common Stock and shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted any fraction of a share, as provided in the Purchase Contract Agreement. Upon registration of transfer of this Stripped Unit Certificate, the transferee Section 5.09; (ii) such Holder shall be bound (without entitled to receive, and the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant Securities Intermediary will deliver 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 Stripped Unit Certificate. The Company covenants and agrees, and the Agent for delivery to such Holder, by his acceptance hereofthe Notes, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Stripped Unit Certificate, by his acceptance hereof, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Stripped Units evidenced hereby on his 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 Applicable Ownership Interest 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 perform the Pledge Agreement on his behalf as his attorney-in-fact, and consents to the Pledge of the Treasury Securities underlying this Stripped Unit 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 Stated Amount of 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 such Holder shall acquire no right, title Portfolio 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 for all purposes 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 Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Stripped Unit Certificate is registered as the owner of the Stripped Units evidenced hereby for the purpose of receiving payments of interest on the Treasury Securities, performance as the case may be, related to the Corporate Units or Treasury Units free and clear of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof Company’s security interest; and (iii) the Holder will be overdue and notwithstanding any notice entitled to the contraryreceive, and neither the CompanyCompany shall be obligated to pay, any accrued and unpaid Contract Adjustment Payments (including any accrued and unpaid deferred Contract Adjustment Payments and Compounded Contract Adjustment Payments thereon) to, but excluding, the Agent nor Contract Adjustment Payment Date immediately preceding the Early Settlement Date. Upon 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 Stock. A copy of the Purchase Contract Agreement is available for inspection at the designated office 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 RECEIVEDEarly Settlement, the undersigned hereby sell(s), assign(sHolder’s right to receive future Contract Adjustment Payments and any accrued and unpaid Contract Adjustment Payments for the period since the most recent Contract Adjustment Payment Date (including any accrued and unpaid deferred Contract Adjustment Payments and Compounded Contract Adjustment Payments thereon) 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 Stripped Unit Certificate and all rights thereunder, hereby irrevocably constituting and appointing ------------------------------------------------------------------------------- attorney to transfer said Stripped Unit Certificate on the books of DTE Energy Company 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 Stripped Unit Xxxxxxxxxxx xx xxxxx xxxxxcular, without alteration or enlargement or any change whatsoever. Signature Guarantee:_______________will terminate.

Upon Early Settlement of Purchase Contracts. by a Holder of the related Securities, the Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Securities Portfolio, as the case may be, underlying such Securities shall 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 on account of each Purchase Contract forming part of a Stripped PEPS Unit as to which Early Settlement is effected equal to .71531 shares of Common Stock per Purchase Contract (the Early Settlement Rate"EARLY SETTLEMENT RATE"). The Early Settlement Rate shall initially be equal to - shares of Common Stock and shall be adjusted in the 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 Stripped Unit 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 Stripped Unit PEPS Units Certificate. The Company covenants and agrees, and the Holder, by his its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Stripped Unit PEPS Units Certificate, by his its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Stripped PEPS Units evidenced hereby on his 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 its 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 his its behalf as his its attorney-in-fact, and consents to the Pledge of the Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Securities Portfolio, as the case may be, underlying this Stripped Unit PEPS Units Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, 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 Stated Amount 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 Securities 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 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 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 Stripped Unit PEPS Units Certificate is registered as the owner of the Stripped PEPS Units evidenced hereby for the purpose of receiving payments of interest distributions payable quarterly on the Treasury Preferred Securities, 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. A copy of the Purchase Contract Agreement is available for inspection at the designated office 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 - COM: as tenants in common UNIF GIFT MIN ACT - ACT: Custodian ----------------------------------------------------- ------------------- ------------------- (cust) (minor) Under Uniform Gifts to Minors Act ----------------------------------------------------- (State) TEN ENT - of ----------- -------------------------------------------------- TENANT: as tenants by the entireties JT TEN - 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 Stripped Unit Certificate PEPS Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing ------------------------------------------------------------------------------- attorney to transfer said Stripped Unit Certificate on the books of DTE Energy Company with full power of substitution in the premises. Dated: _________________ __________________________ , to transfer said PEPS Units Certificates on the books of Valero Energy Corporation and VEC Trust I 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 Stripped Unit Xxxxxxxxxxx xx xxxxx xxxxxcularPEPS Units Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee:_______________: --------------------------------

Upon Early Settlement of Purchase Contracts. by a Holder of the related Securities, the Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Securities Portfolio, as the case may be, underlying such Securities shall 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 on account of each Purchase Contract forming part of a Stripped PEPS Unit as to which Early Settlement is effected equal to _____ shares of Common Stock per Purchase Contract (the Early Settlement Rate"EARLY SETTLEMENT RATE"). The Early Settlement Rate shall initially be equal to - shares of Common Stock and shall be adjusted in the 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 Stripped Unit 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 Stripped Unit PEPS Units Certificate. The Company covenants and agrees, and the Holder, by his its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Stripped Unit PEPS Units Certificate, by his its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Stripped PEPS Units evidenced hereby on his 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 its 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 his its behalf as his its attorney-in-fact, and consents to the Pledge of the Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Securities Portfolio, as the case may be, underlying this Stripped Unit PEPS Units Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, 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 Stated Amount 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 Securities 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 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 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 Stripped Unit PEPS Units Certificate is registered as the owner of the Stripped PEPS Units evidenced hereby for the purpose of receiving payments of interest distributions payable quarterly on the Treasury 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. A copy of the Purchase Contract Agreement is available for inspection at the designated office 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 - COM: as tenants in common UNIF GIFT MIN ACT - ACT: Custodian ----------------------------------------------------- ---------------- ---------------- (cust) (minor) Under Uniform Gifts to Minors Act ----------------------------------------------------- (State) TEN ENT - of ------- -------------------------------------------- TENANT: as tenants by the entireties JT TEN - 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 Stripped Unit Certificate PEPS Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing ------------------------------------------------------------------------------- attorney to transfer said Stripped Unit Certificate on the books of DTE Energy Company with full power of substitution in the premises. Dated: _________________ __________________________ , to transfer said PEPS Units Certificates on the books of Valero Energy Corporation and VEC Trust [ ] 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 Stripped Unit Xxxxxxxxxxx xx xxxxx xxxxxcularPEPS Units Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee:_______________: -----------------------------------

Upon Early Settlement of Purchase Contracts. by a Holder of the related Securities, the Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Securities Portfolio, as the case may be, underlying such Securities shall 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 on account of each Purchase Contract forming part of a Stripped PEPS Unit as to which Early Settlement is effected equal to _____ shares of Common Stock per Purchase Contract (the "Early Settlement Rate"). The Early Settlement Rate shall initially be equal to - shares of Common Stock and shall be adjusted in the 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 Stripped Unit 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 Stripped Unit PEPS Units Certificate. The Company covenants and agrees, and the Holder, by his its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Stripped Unit PEPS Units Certificate, by his its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Stripped PEPS Units evidenced hereby on his 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 its 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 his its behalf as his its attorney-in-fact, and consents to the Pledge of the Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Securities Portfolio, as the case may be, underlying this Stripped Unit PEPS Units Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, 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 Stated Amount 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 Securities 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 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 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 Stripped Unit PEPS Units Certificate is registered as the owner of the Stripped PEPS Units evidenced hereby for the purpose of receiving payments of interest distributions payable quarterly on the Treasury 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. A copy of the Purchase Contract Agreement is available for inspection at the designated office 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 - COM: as tenants in common UNIF GIFT MIN ACT - 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 Stripped Unit Certificate and all rights thereunder, hereby irrevocably constituting and appointing ------------------------------------------------------------------------------- attorney to transfer said Stripped Unit Certificate on the books of DTE Energy Company with full power of substitution in the premises. Dated: _________________ ______________________________________________ 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 UtiliCorp United Inc. and UCU Capital Trust I 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 Stripped Unit Xxxxxxxxxxx xx xxxxx xxxxxcularPEPS Units Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee:_______________: ---------------------------------

Upon Early Settlement of Purchase Contracts. by a Holder of the related Securities, the Pledged Treasury Securities underlying such Securities shall 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 on account of each Purchase Contract forming part of a Stripped Treasury PEPS Unit as to which Early Settlement is effected equal to .71531 shares of Common Stock per Purchase Contract (the Early Settlement Rate"EARLY SETTLEMENT RATE"). The Early Settlement Rate shall initially be equal to - shares of Common Stock and shall be adjusted in the 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 Stripped Unit Treasury PEPS 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 Stripped Unit Treasury PEPS Units Certificate. The Company covenants and agrees, and the Holder, by his its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Stripped Unit Treasury PEPS Units Certificate, by his its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Stripped Treasury PEPS Units evidenced hereby on his 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 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 his its behalf as his its attorney-in-fact, and consents to the Pledge of the Treasury Securities underlying this Stripped Unit Treasury 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 Stated Amount aggregate principal amount of 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 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 for all purposes 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 Stripped Unit Treasury PEPS Units Certificate is registered as the owner of the Stripped Treasury PEPS Units evidenced hereby for the purpose of receiving payments of interest on the Treasury Securities, 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. A copy of the Purchase Contract Agreement is available for inspection at the designated office 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 - COM: as tenants in common UNIF GIFT MIN ACT - ACT: ___________________ Custodian ----------------------------------------------------- ___________________ (cust) (minor) Under Uniform Gifts to Minors Act ----------------------------------------------------- (State) TEN ENT - of ------------- ------------------------------------------------- TENANT: as tenants by the entireties JT TEN - 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 Stripped Unit Certificate Treasury PEPS Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing ------------------------------------------------------------------------------- attorney to transfer said Stripped Unit Certificate on the books of DTE Energy Company with full power of substitution in the premises. Dated: _________________ __________________________ attorney to transfer said Treasury PEPS Units Certificates on the books of Valero Energy Corporation. and VEC Trust I 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 Stripped Unit Xxxxxxxxxxx xx xxxxx xxxxxcularTreasury PEPS Units Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee:_______________: ---------------------------

Upon Early Settlement of Purchase Contracts. by a Holder of the related Securities, the Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Securities Portfolio, as the case may be, underlying such Securities shall 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 on account of each Purchase Contract forming part of a Stripped PEPS Unit as to which Early Settlement is effected equal to _____ shares of Common Stock per Purchase Contract (the Early Settlement Rate"EARLY SETTLEMENT RATE"). The Early Settlement Rate shall initially be equal to - shares of Common Stock and shall be adjusted in the 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 Stripped Unit 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 Stripped Unit PEPS Units Certificate. The Company covenants and agrees, and the Holder, by his its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Stripped Unit PEPS Units Certificate, by his its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Stripped PEPS Units evidenced hereby on his 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 its 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 his its behalf as his its attorney-in-fact, and consents to the Pledge of the Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Securities Portfolio, as the case may be, underlying this Stripped Unit PEPS Units Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, 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 Stated Amount 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 Securities 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 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 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 Stripped Unit PEPS Units Certificate is registered as the owner of the Stripped PEPS Units evidenced hereby for the purpose of receiving payments of interest distributions payable quarterly on the Treasury 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. A copy of the Purchase Contract Agreement is available for inspection at the designated office offices of the Purchase Contract Agent. 84 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 - COM: as tenants in common UNIF GIFT MIN ACT - ACT: Custodian ----------------------------------------------------- ---------------- ---------------- (cust) (minor) Under Uniform Gifts to Minors Act ----------------------------------------------------- (State) TEN ENT - of ------- -------------------------------------------- TENANT: as tenants by the entireties JT TEN - 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 Stripped Unit Certificate PEPS Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing ------------------------------------------------------------------------------- attorney to transfer said Stripped Unit Certificate on the books of DTE Energy Company with full power of substitution in the premises. Dated: _________________ __________________________ , to transfer said PEPS Units Certificates on the books of Valero Energy Corporation and VEC Trust I 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 Stripped Unit Xxxxxxxxxxx xx xxxxx xxxxxcularPEPS Units Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee:_______________: -----------------------------------