SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts relating to the number of Treasury PIES evidenced by this Treasury PIES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned agrees to pay any transfer tax payable incident thereto. Dated: _______________________ __________________________________ Signature Signature Guarantee: _________________ (if assigned to another person) REGISTERED HOLDER Please print name and address of Registered Holder: ________________________________________________________________________________ (insert name) ________________________________________________________________________________ (insert address) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (insert social security or other taxpayer identification number, if any) ________________________________ If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: ________________________________________________________________________________ (insert name ________________________________________________________________________________ (insert address) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (insert social security or other taxpayer identification number, if any) ELECTION TO SETTLE EARLY The undersigned Holder of this Treasury PIES Certificate irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts relating to the number of Treasury PIES evidenced by this Treasury PIES Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Treasury PIES Certificate representing any Treasury PIES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned agrees to pay any transfer tax payable incident thereto.

Appears in 1 contract

Samples: Purchase Contract Agreement (Sierra Pacific Resources /Nv/)

Appears in 1 contract

Samples: Purchase Contract Agreement (Dqe Capital Corp)

Appears in 1 contract

Samples: Purchase Contract Agreement (Sempra Energy)

Appears in 1 contract

Samples: Purchase Contract Agreement (Phoenix Companies Inc/De)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for ~~shares of~~ Common ~~Stock~~ Shares deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts ~~relating to~~ underlying the number of ~~Treasury PIES~~ Type A Securities evidenced by this ~~Treasury PIES~~ Type A Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned ~~agrees to~~ will pay any transfer tax payable incident thereto. Dated: ~~_______________________ __________________________________~~ ---------------------- --------------------------------------- Signature Signature Guarantee: ~~_________________~~ ------------------------------- (if assigned to another person) ~~REGISTERED HOLDER Please print name and address~~ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of ~~Registered Holder: ________________________________________________________________________________~~ the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (~~insert name~~"STAMP") ________________________________________________________________________________ (insert address) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (insert social security or such other ~~taxpayer identification number~~"signature guarantee program" as may be determined by the Registrar in addition to, ~~if any) ________________________________~~ or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: ~~________________________________________________________________________________ (insert~~ Please print name ________________________________________________________________________________ (insert address) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (insert social security and address of Registered Holder: ----------------------------- ------------------------ Name Name ----------------------------- ------------------------- Address Address ----------------------------- ------------------------- ------------------------- Social Security or other ~~taxpayer identification number~~Taxpayer Identification Number, if any) ELECTION TO SETTLE EARLY The undersigned Holder of this Treasury PIES Certificate irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts relating to the number of Treasury PIES evidenced by this Treasury PIES Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Treasury PIES Certificate representing any Treasury PIES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned agrees to pay any transfer tax payable incident thereto.

Appears in 1 contract

Samples: Form of Purchase Contract Agreement (Arvin Industries Inc)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase ~~Contract Settlement~~ Date of the Purchase Contracts ~~relating to~~ underlying the number of ~~Treasury PIES~~ Stripped Units evidenced by this ~~Treasury PIES~~ Stripped Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned ~~agrees to~~ will pay any transfer tax payable incident thereto. Dated:_____________________ _____________________________________ Signature Signature Guarantee:_______________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person please (i) other than the Holder, print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: ___________________________________ _____________________________________ ~~Signature Signature Guarantee:~~ Name Name ___________________________________ ~~(if assigned to another person) REGISTERED HOLDER Please print name and address of Registered Holder:~~ _____________________________________ ___________________________________ _____________________________________ ___________________________________ _____________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (~~insert name~~after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_____________________________ _____________________________________ Signature Signature Guarantee:_______________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped Units REGISTERED HOLDER Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: ___________________________________ _____________________________________ Name Name ___________________________________ _____________________________________ ___________________________________ _____________________________________ ___________________________________ _____________________________________ Address Address ___________________________________ _____________________________________ ________________________________________________________________________________ ~~(insert address)~~ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT OF THE AMOUNT OF DECREASE GLOBAL CERTIFICATE IN STATED AMOUNT OF AMOUNT OF INCREASE IN FOLLOWING SIGNATURE OF THE GLOBAL STATED AMOUNT OF THE SUCH DECREASE AUTHORIZED OFFICER OF DATE CERTIFICATE GLOBAL CERTIFICATE OR INCREASE AGENT ------------------------ ------------------- --------------------- -------------------- --------------------- ------------------------ ------------------- --------------------- -------------------- --------------------- ------------------------ ------------------- --------------------- -------------------- --------------------- ------------------------ ------------------- --------------------- -------------------- --------------------- ------------------------ ------------------- --------------------- -------------------- --------------------- ------------------------ ------------------- --------------------- -------------------- --------------------- ------------------------ ------------------- --------------------- -------------------- --------------------- ------------------------ ------------------- --------------------- -------------------- --------------------- ------------------------ ------------------- --------------------- -------------------- --------------------- ------------------------ ------------------- --------------------- -------------------- --------------------- ------------------------ ------------------- --------------------- -------------------- --------------------- ------------------------ ------------------- --------------------- -------------------- --------------------- ------------------------ ------------------- --------------------- -------------------- --------------------- ------------------------ ------------------- --------------------- -------------------- --------------------- ------------------------ ------------------- --------------------- -------------------- --------------------- ------------------------ ------------------- --------------------- -------------------- --------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT ________________, as Collateral Agent c/o _______________________ ___________________________ ___________________________ Attention:____________________ Telecopy:_____________________ Re: Equity Security Units of Pinnacle West Capital Corporation (~~insert social security~~ the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or ~~other taxpayer identification number~~the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, ~~if any)~~ as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:______________________ __________________, as Collateral Agent By:_______________________________ ~~If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i)~~ Name: Title: \ Please print ~~such Person's~~ name and address ~~and (ii) provide a guarantee~~ of ~~your signature~~Registered Holder electing to substitute [Treasury Securities] [Notes or Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] for the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities]: _____________________________________ __________________________________ Name Address _____________________________________ ~~(insert name~~ _________________________________~~__________~~_ Name Address _____________________________________ ~~(insert address)~~ __________________________________ ____________________________________~~__________~~_ __________________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any EXHIBIT D INSTRUCTION TO PURCHASE CONTRACT AGENT __________________ __________________ __________________ Attention:_______________ Telecopy:________________ Re: Equity Security Units of Pinnacle West capital Corporation (the "Company") The undersigned Holder hereby notifies you that it has delivered to _______________, as Collateral Agent, Custodial Agent and Securities Intermediary (the "Collateral Agent") [$_________ aggregate principal amount of Treasury Securities] [$_________ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________ (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] related to such [Normal Units] [Stripped Units]. Date:______________________ By:_______________________________ Name: Title: Signature Guarantee:__________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Name_____________________________ Social Security or other Taxpayer Identification Number, if any Address__________________________ _________________________________ __________________________________ EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH ____________________ ____________________ ____________________ Attention:_______________ Telecopy:________________ Re: Equity Security Units of Pinnacle West Capital Corporation (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Purchase Contract Agreement, dated as of _______________ among the Company, yourselves, as Purchase Contract Agent, Attorney-in-Fact and Trustee for the Holders of the Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by certified or cashiers check or wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Purchase Contracts related to such Holder's [Normal Units]. Date:______________________ By:_______________________________ Name: Title: Signature Guarantee:__________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Name_____________________________ Social Security or other Taxpayer Identification Number, if any Address__________________________ _________________________________ ________________________________________________________________________________ (insert social security or other taxpayer identification number, if any) ELECTION TO SETTLE EARLY The undersigned Holder of this Treasury PIES Certificate irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts relating to the number of Treasury PIES evidenced by this Treasury PIES Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Treasury PIES Certificate representing any Treasury PIES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned agrees to pay any transfer tax payable incident thereto.

Appears in 1 contract

Samples: Purchase Contract Agreement (Pinnacle West Capital Corp)

Appears in 1 contract

Samples: Purchase Contract Agreement (FPL Group Trust II)

Appears in 1 contract

Samples: Purchase Contract Agreement (Pinnacle West Capital Corp)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts ~~relating to~~ underlying the number of Treasury ~~PIES~~ Units evidenced by this Treasury ~~PIES~~ Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned ~~agrees to~~ will pay any transfer tax payable incident thereto. Dated: ___________________________ _______________________________________ Signature Signature Guarantee:___________________ if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide REGISTERED HOLDER a guarantee of your signature: Please print name and address of Registered Holder: _____________________________________________________ ____________________________________________________________ Name Name _____________________________________________________ ____________________________________________________________ Address Address _____________________________________________________ ____________________________________________________________ _____________________________________________________ ____________________________________________________________ _____________________________________________________ ____________________________________________________________ Social Security or other Taxpayer Identification Number, if any ______________________________________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Treasury Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Treasury Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Treasury Units Certificate representing any Treasury Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_________________ _____________________________________ Signature Signature Guarantee: (if assigned to another person): Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") ~~REGISTERED HOLDER Please print name and address~~ or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of ~~Registered Holder~~1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: ________________________________________________________________________________ If shares of Common Stock or Treasury Units Certificates are to be registered in the name of and delivered to, and pledged Treasury Securities are to be transferred to, a Person other than the Holder, please (~~insert name~~i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _____________________________________________________ _____________________________________________________________ ~~(insert address)~~ Name Name _____________________________________________________ _____________________________________________________________ Address Address _____________________________________________________ _____________________________________________________________ ____________________________________________________~~___________________________~~_ ________________________________________________________________________________ (insert social security or other taxpayer identification number, if any) ________________________________ If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: ________________________________________________________________________________ (insert name ________________________________________________________________________________ (insert address) ________________________________________________________________________________ _____________________________________________________ _____________________________________________________________ Social Security or other Taxpayer Identification Number, if any _____________________________________________ Transfer Instructions for pledged Treasury Securities Transferable Upon Early Settlement or a Termination Event: ______________________________________________________ ______________________________________________________ ______________________________________________________ ~~(insert social security~~ ______________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or ~~other taxpayer identification number, if any) ELECTION TO SETTLE EARLY The undersigned Holder~~ decreases in this Global Certificate have been made: ============================================================================================================================= Stated Amount of this Signature Amount of decrease in Amount of increase in Global Certificate of authorized officer Stated Amount of the Stated Amount of the following such of Purchase Contract Date Global Certificate Global Certificate decrease or increase Agent ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ============================================================================================================================= EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT Bank One Trust Company, N.A. One North State Street, 9th Floor Chicago, Illinois 60602 Attention: Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxx Xx: Equity Units of Duke Energy Corporation (the "Company") We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of November 19, 2001, (the "Pledge Agreement") among the Company, yourselves, as Collateral Agent, Custodial Agent and Securities Intermediary and ourselves, as Purchase Contract Agent and as attorney-in-fact for the holders of [Corporate Units, Series B] [Treasury ~~PIES Certificate irrevocably exercises~~ Units, Series B] from time to time, that the ~~option~~ holder of the Securities listed below (the "Holder") has elected to ~~effect Early Settlement~~ substitute [$______ aggregate principal amount of Treasury Securities] [$________ aggregate principal amount of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] in exchange for an equal Value of [Pledged Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the ~~terms~~ Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Senior Notes or the appropriate Applicable Ownership Interest of the ~~Purchase Contract Agreement with respect~~ Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Senior Notes or the ~~Purchase Contracts relating to~~ appropriate Applicable Ownership Interest of the ~~number of~~ Treasury ~~PIES evidenced by this Treasury PIES Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in~~ Portfolio, as the ~~name of~~case may be,], and ~~delivered~~upon the payment by such Holder of any applicable fees, ~~together with a check in payment for any fractional share and any Treasury PIES Certificate representing any Treasury PIES evidenced hereby as~~ to ~~which Early Settlement~~ release the [Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Treasury Securities] related ~~Purchase Contracts is not effected~~to such [Corporate Units, Series B] [Treasury Units, Series B] to ~~the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred~~ us in accordance with the ~~transfer instructions~~ Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth ~~below. If shares are to be registered~~ in the ~~name of a Person other than the undersigned, the undersigned agrees to pay any transfer tax payable incident thereto~~Pledge Agreement.

Appears in 1 contract

Samples: Purchase Contract Agreement (Duke Energy Corp)

Appears in 1 contract

Samples: Master Unit Agreement (Amerus Life Holdings Inc)

Appears in 1 contract

Samples: Purchase Contract Agreement (Amerus Group Co/Ia)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts ~~relating to~~ underlying the number of ~~Treasury PIES~~ Income PRIDES evidenced by this ~~Treasury PIES~~ Income PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned ~~agrees to~~ will pay any transfer tax payable incident thereto. Dated:___________________ _____________________________________________ Signature Signature Guarantee:_________________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: ______________________________ _________________________________~~_ Signature Signature Guarantee: _____~~____________ ~~(if assigned to another person) REGISTERED HOLDER Please print name and address of Registered Holder:~~ Name Name _____________________________~~______~~_ _____________________________________________ ~~(insert name)~~ Address Address _____________________________~~______~~_ _____________________________________________ ______________________________ _____________________________________________ ______________________________ _____________________________________________ Social Security or other Taxpayer Identification Number, if any _____________________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Income PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Income PRIDES evidenced by this Income PRIDES Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Income PRIDES Certificate representing any Income PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Capital Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the under signed will pay any transfer tax payable incident thereto. Dated:________________________ _____________________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (~~insert~~ "STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or REGISTERED HOLDER Income PRIDES Certificates are to be registered in the name of and delivered to and Pledged Capital Securities, or the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address) : Please print name and address of Registered Holder: ______________________________ _____________________________________________ Name Name ______________________________ _____________________________________________ Address Address ______________________________ _____________________________________________ ______________________________ _____________________________________________ ______________________________ _____________________________________________ Social Security or other Taxpayer Identification Number, if any _____________________________________________ Transfer Instructions for Pledged Capital Securities, or the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ===================================================================================================== Principal Amount of Amount of Amount of this Global Certificate Signature of autho- decrease in Principal increase in Principal following such de- rized officer of Amount of the Global Amount of the Global crease or Trustee or Securities Date Certificate Certificate increase Custodian ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ===================================================================================================== EXHIBIT B THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (~~insert social security or other taxpayer identification number~~AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, ~~if any~~AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRE SENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATEX XXXXXX, XXX XXXX, XXX XXXX) XX THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS RE QUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT THEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST THEREIN. No._______ Number of Growth PRIDES_______~~_______________~~_ Cusip No. Form of Face of Growth PRIDES Certificate This Growth PRIDES Certificate certifies that __________ ~~If shares are to be~~ is the registered in Holder of the ~~name~~ number of ~~and delivered to a Person other than the Holder, please~~ Growth PRIDES set forth above. Each Growth PRIDES represents (i) ~~print~~ a 1/100 undivided beneficial ownership interest, of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such ~~Person's name and address~~ Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) ~~provide~~ the rights and obligations of the Holder under one Purchase Contract with Kaufxxx xxx Broad Home Corporation, a ~~guarantee~~ Delaware corporation (the "Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of ~~your signature:~~ each Growth PRIDES evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Growth PRIDES. 105 Each Purchase Contract evidenced hereby obligates the Holder of this Growth PRIDES Certificate to purchase, and the Company, to sell, on _____~~___________________________________________________________________________~~ , 2001 (~~insert name ________________________________________________________________________________~~ the "Purchase Contract Settlement Date"), at a price equal to $10 (insert address) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ the "Stated Amount"), a number of shares of Common stock, $2 par value per share (~~insert social security~~ "Common Stock"), of the Company equal to the Settlement Rate, unless on or ~~other taxpayer identification number, if any) ELECTION TO SETTLE EARLY The undersigned Holder of this Treasury PIES Certificate irrevocably exercises~~ prior to the ~~option to effect~~ Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Growth PRIDES of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby will be paid by application of the Proceeds from the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract evidenced hereby an amount (the "Contract Adjustment Payments") equal to ___% per annum of the Stated Amount, computed on the basis of the actual number of days elapsed in a year of 360 day year of twelve 30 day months, as the case may be, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement ~~with respect~~ and more fully described on the reverse hereof. Such Contract Adjustment Payments, if any, shall be payable to the ~~Purchase Contracts relating~~ Person in whose name this Growth PRIDES Certificate (or a Predecessor Growth PRIDES Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments, if any, will be payable at the office of the Agent in The City of New York or, at the option of the Company, by check mailed to the ~~number~~ address of ~~Treasury PIES evidenced~~ the Person entitled thereto as such address appears on the Growth PRIDES Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this ~~Treasury PIES~~ Growth PRIDES Certificate ~~specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement~~ shall not be ~~registered in~~ entitled to any benefit under the ~~name of, and delivered, together with a check in payment~~ Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any fractional share and any Treasury PIES Certificate representing any Treasury PIES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned agrees to pay any transfer tax payable incident theretopurpose.

Appears in 1 contract

Samples: Purchase Contract Agreement (KBHC Financing I)

Appears in 1 contract

Samples: Purchase Contract Agreement (Chubb Corp)

Appears in 1 contract

Samples: Purchase Contract Agreement (FPL Group Capital Inc)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Forward Purchase Contract Settlement Date of the Forward Purchase Contracts ~~relating to~~ underlying the number of ~~Treasury PIES~~ Stripped DECS evidenced by this ~~Treasury PIES~~ Stripped DECS Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned ~~agrees to~~ will pay any transfer tax payable incident thereto. Dated: ~~______~~_________________ __________________________________ Signature Signature Guarantee: ~~______~~___________ (if assigned to another person) ~~REGISTERED HOLDER Please print name and address~~ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of ~~Registered Holder: ________________________________________________________________________________~~ the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (~~insert name~~"STAMP") ________________________________________________________________________________ (insert address) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (insert social security or such other ~~taxpayer identification number~~"signature guarantee program" as may be determined by the Registrar in addition to, ~~if any) ________________________________~~ or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: _______________________________________________________________________~~________~~_ ~~(insert name ________~~Name ________________________________________________________________________ ~~(insert address)~~ Address ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (insert social security or other taxpayer identification number, if any) ELECTION TO SETTLE EARLY The undersigned Holder of this Treasury PIES Certificate irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts relating to the number of Treasury PIES evidenced by this Treasury PIES Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Treasury PIES Certificate representing any Treasury PIES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned agrees to pay any transfer tax payable incident thereto.

Appears in 1 contract

Samples: Forward Purchase Contract Agreement (Cendant Corp)

Appears in 1 contract

Samples: Purchase Contract Agreement (Amerus Group Co/Ia)

Appears in 1 contract

Samples: Purchase Contract Agreement (Florida Power & Light Co)

Appears in 1 contract

Samples: Purchase Contract Agreement (Florida Power & Light Co)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts ~~relating to~~ underlying the number of Treasury ~~PIES~~ Units evidenced by this Treasury ~~PIES~~ Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned ~~agrees to~~ will pay any transfer tax payable incident thereto. Dated: __________ _____________________________________ Signature Signature Guarantee: ________________ (if assigned to another person) If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Please print name and address of Person's name and address and (ii) Registered Holder: provide a guarantee of your signature: _________________________________________ _____________________________________ Name Name _________________________________________ _____________________________________ Address Address _________________________________________ _____________________________________ _________________________________________ _____________________________________ _________________________________________ _____________________________________ Social Security or other Taxpayer Identification Number, if any _____________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Treasury Units Certificate hereby irrevocably exercises the option to effect Early Settlement [following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Treasury Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Treasury Units Certificate representing any Treasury Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ ________________________________________ Signature Signature Guarantee: ___________________________________ ~~(if assigned~~ Number of Securities evidenced hereby as to ~~another person)~~ which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Treasury UnitsCertificates are to be registered in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: REGISTERED HOLDER Please print name and address of Registered Holder: __________________________________~~______~~_ ________________________________________ ~~(insert name)~~ Name Name __________________________________~~______~~_ ________________________________________ ~~(insert address)~~ Address Address ___________________________________ ________________________________________ ___________________________________ ________________________________________ ___________________________________ ________________________________________ Social Security or other Taxpayer Identification Number, if any ________________________________ Transfer Instructions for Pledged Treasury Securities Transferable Upon or Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ~~(insert social security~~ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or ~~other taxpayer identification number, if any)~~ decreases in this Global Certificate have been made: ============================================================================================================= Number of Corporate Amount of increase Amount of decrease Units evidenced by in Number of in Number of this Global Signature of Corporate Units Corporate Units Certificate authorized signatory evidenced by the evidenced by the following such of Trustee or Date Global Certificate Global Certificate decrease or increase Securities Custodian ________________________________ If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: ________________________________________________________________________________ (insert name ________________________________________________________________________________ (insert address) ________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT Wachovia Bank, National Association 21 South Street Morristown, NJ 07960 Attention: Corporate Trust Adminxxxxxxxxx Xx: [_______ Xxxxxxate Units] [_______ Treasury Units] of Public Service Enterprise Group Incorporated, a New Jersey corporation (~~insert social security or other taxpayer identification number, if any~~the "Company") ~~ELECTION TO SETTLE EARLY~~ and PSEG Funding Trust I. The undersigned Holder hereby notifies you that it has delivered to The Bank of ~~this~~ New York, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate [liquidation] [principal] amount of [Preferred Securities] [Notes] [Treasury ~~PIES Certificate irrevocably exercises~~ Securities] [Applicable Ownership Interests (as specified in clause (A) of the ~~option to effect Early Settlement~~ definition of such term) of the Treasury Portfolio] in exchange for the [Pledged Preferred Securities] [Pledged Notes] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of September 10, 2002 (the "Pledge Agreement"; unless otherwise defined herein, terms of defined in the ~~Purchase Contract~~ Pledge Agreement ~~with respect to~~ are used herein as defined therein), between you, the ~~Purchase Contracts relating to~~ Company, the ~~number of Treasury PIES evidenced by this Treasury PIES Certificate specified below~~Collateral Agent and the Securities Intermediary. The undersigned Holder ~~directs that a certificate for shares of Common Stock deliverable upon~~ has paid all applicable fees relating to such ~~Early Settlement be registered in~~ exchange. The undersigned Holder hereby instructs you to instruct the ~~name of, and delivered, together with a check in payment for any fractional share and any Treasury PIES Certificate representing any Treasury PIES evidenced hereby as~~ Collateral Agent to ~~which Early Settlement~~ release to you on behalf of the undersigned Holder the [Pledged Preferred Securities] [Pledged Notes] [Pledged Treasury Securities] [Pledged Applicable Ownership Interests] related ~~Purchase Contracts is not effected,~~ to ~~the undersigned at the address indicated below unless a different~~ such [Corporate Units] [Treasury Units]. Dated: _____________________________ Signature_____________________________ Signature Guarantee: _____________________________________________ Please print name and address ~~have been indicated below. Pledged Treasury Securities deliverable~~ of Registered Holder: ________________________________ _____________________________________________ Name Social Security or other Taxpayer Identification Number, if any Address ________________________________________ ________________________________________ ________________________________________ ________________________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon ~~such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name~~ Occurrence of a ~~Person other than the undersigned, the undersigned agrees to pay any transfer tax payable incident thereto.~~Termination Event) [HOLDER] ________________________________ ________________________________ Attention: Telecopy: __________

Appears in 1 contract

Samples: Purchase Contract Agreement (Public Service Enterprise Group Inc)

Appears in 1 contract

Samples: Purchase Contract Agreement (Nisource Inc)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts ~~relating to~~ underlying the number of ~~Treasury PIES~~ Corporate Units evidenced by this ~~Treasury PIES~~ Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned ~~agrees to~~ will pay any transfer tax payable incident thereto. Dated: ________________________ _____________________________________ Signature Signature Guarantee: :_________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address REGISTERED HOLDER and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: ________________________________________ ________________________________________ Name Name ________________________________________ ________________________________________ Address Address ________________________________________ ________________________________________ ________________________________________ ________________________________________ ________________________________________ ________________________________________ Social Security or other Taxpayer Identification Number, if any ______________________________________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Corporate Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Corporate Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Corporate Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Holders may early settle Corporate Units only in integral multiples of __________ Corporate Units. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Corporate Units Certificate representing any Corporate Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:___________________________ _________________________________ Signature Signature Guarantee (if assigned to another person):______________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate REGISTERED HOLDER Units Certificates are to be regis- tered in the name of and delivered to, and pledged Senior Notes, or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to, a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: ________________________________________ ________________________________________ Name Name ________________________________________ ________________________________________ Address Address ________________________________________ ________________________________________ ________________________________________ ________________________________________ ________________________________________ ________________________________________ Social Security or other Taxpayer Identification Number, if any ______________________________________________________________________ ~~(insert name) ________________________________________________________________________________ (insert address) ___________~~Transfer Instructions for pledged Senior Notes, or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: _____________________________________________________________________ ____________________________________________________________________~~___________~~_ _______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ==================================================================================================================================== Amount of Amount of Stated Amount of this Signature decrease in Stated increase in Stated Global Certificate of authorized officer Amount of the Global Amount of the Global following such decrease of Purchase Contract Date Certificate Certificate or increase Agent ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ==================================================================================================================================== EXHIBIT B (Form of Face of Treasury Units Certificate) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]/1/ No. __________ ~~(insert social security or other taxpayer identification number, if any) __________________________~~CUSIP NO. ______ ~~If shares are to be registered in the name~~ Number of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: ________________________________________________________________________________ (insert name ________________________________________________________________________________ (insert address) _____________________________________________________________________Treasury Units ___________ __________% Treasury Units This Treasury Units Certificate certifies that _________~~_________________________________________~~_ is the registered Holder of the number of Treasury Units set forth above. Each Treasury Units represents (i) a 1/40, or 2.5 %, undivided beneficial ownership interest in a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge ____________________ /1/ To be inserted in Global Certificates only. of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Duke Energy Corporation, a North Carolina corporation (the "Company," which term, as used herein, includes its successors pursuant to the Purchase Contract Agreement). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Units evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Treasury Units. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units to the accounts designated by them in writing for such purpose no later than 2:00 p.m., New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day), and (ii) in the case of the principal of any pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Treasury Units of which such pledged Treasury Securities are a part under the Purchase Contracts forming a part of such Treasury Units. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on ___________~~_____________________________________________________________________~~ , 2004 (~~insert social security~~ the "Purchase Contract Settlement Date"), at a price equal to $25 (the "Stated Amount"), a number of newly issued shares of Common Stock, no par value ("Common Stock"), of the Company equal to the Settlement Rate, unless on or ~~other taxpayer identification number~~prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if ~~any) ELECTION TO SETTLE EARLY The undersigned Holder~~ not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of ~~this~~ the Proceeds from the Treasury ~~PIES Certificate irrevocably exercises~~ Securities pledged to secure the ~~option to effect Early Settlement~~ obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby an amount (the "Contract Adjustment Payments") equal to __% per annum of the Stated Amount, computed on the basis of a 360-day year of twelve 30 day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement ~~with respect~~ and more fully described on the reverse hereof. Such Contract Adjustment Payments, if any, shall be payable to the ~~Purchase Contracts relating~~ Person in whose name this Treasury Units Certificate (or a Predecessor Treasury Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments, if any, will be payable at the Corporate Trust Office of the Agent and at the New York Office or, at the option of the Company, by check mailed to the ~~number~~ address of the Person entitled thereto as such address appears on the Treasury ~~PIES evidenced~~ Units Register or by wire transfer to the account designated by such Person by prior written notice. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Treasury ~~PIES~~ Units Certificate ~~specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement~~ shall not be ~~registered in~~ entitled to any benefit under the ~~name of, and delivered, together with a check in payment~~ Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any fractional share and any Treasury PIES Certificate representing any Treasury PIES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned agrees to pay any transfer tax payable incident theretopurpose.

Appears in 1 contract

Samples: Purchase Contract Agreement (Duke Energy Corp)

Appears in 1 contract

Samples: Purchase Contract Agreement (St Paul Companies Inc /Mn/)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the [First] [Second] Purchase Contract Settlement Date of the Purchase Contracts ~~relating to~~ underlying the number of ~~Treasury PIES~~ Income PRIDES evidenced by this ~~Treasury PIES~~ Income PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned ~~agrees to~~ will pay any transfer tax payable incident thereto. Dated: __________________ _________________________ Signature Signature Guarantee: ________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: ________________________ _______________________ Name Name ____________________________ _________________________ Address Address _____________________________________ _________________________________~~_ Signature Signature Guarantee: ____________~~_____ ~~(if assigned to another person) REGISTERED HOLDER Please print name and address of Registered Holder: __________________________________________~~______________________________________ ~~(insert name) __________________________________________~~______________________________________ ~~(insert address)~~ ______________________________________ ______________________________________ Social Security or other Taxpayer Identification Number, if any ____________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Income PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Income PRIDES evidenced by this Income PRIDES Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Income PRIDES Certificate representing any Income PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________ ______________________ Signature Signature Guarantee: ________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Income PRIDES Certificates are to be registered in the name of and delivered to and REGISTERED HOLDER Pledged Debt Securities, or the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: ___________________________ __________________________ Name Name __________________________ ___________________________ Address Address _______________________________________ _____________________________________~~____~~_ _______________________________________ _____________________________________~~__________________________________________~~_ (insert social security or other taxpayer identification number, if any) ________________________________ If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: ________________________________________________________________________________ (insert name ________________________________________________________________________________ (insert address) ________________________________________________________________________________ _____________________________________~~_____~~_ Social Security or other Taxpayer Identification Number, if any ______________________________________ ~~________________________________________________________________________________ (insert social security~~ Transfer Instructions for Pledged Debt Securities, or ~~other taxpayer identification number~~the Treasury Portfolio, ~~if any) ELECTION TO SETTLE EARLY The undersigned Holder of this Treasury PIES Certificate irrevocably exercises~~ as the ~~option to effect~~ case may be, Transferable Upon Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts relating to the number of Treasury PIES evidenced by this Treasury PIES Certificate specified below. The undersigned Holder directs that or a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Treasury PIES Certificate representing any Treasury PIES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned agrees to pay any transfer tax payable incident thereto.Termination Event:

Appears in 1 contract

Samples: Purchase Contract Agreement (Texas Utilities Co /Tx/)

Appears in 1 contract

Samples: Purchase Contract Agreement (Florida Power & Light Co)

Appears in 1 contract

Samples: Purchase Contract Agreement (Alltel Corp)

Appears in 1 contract

Samples: Purchase Contract Agreement (Alltel Corp)

Appears in 1 contract

Samples: Purchase Contract Agreement (Txu Capital Iv)

Appears in 1 contract

Samples: Purchase Contract Agreement (FPL Group Trust II)

Appears in 1 contract

Samples: Purchase Contract Agreement (Hfi Trust I)

Appears in 1 contract

Samples: Purchase Contract Agreement (Widepoint Corp)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of PCS Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts ~~relating to~~ underlying the number of ~~Treasury PIES~~ Corporate Units evidenced by this ~~Treasury PIES~~ Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned ~~agrees to~~ will pay any transfer tax payable incident thereto. Dated: _______________________ Signature ____________________ Signature Guarantee: ___________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address REGISTERED HOLDER and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: Name _____________________________ _____________________________ Address _____________________________ _____________________________ _____________________________ _____________________________ REGISTERED HOLDER _____________________________ Social Security or other Taxpayer Identification Number, if any Please print name and address of Registered Holder: Name __________________________ __________________________ Address __________________________ __________________________ __________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Corporate Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Corporate Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Corporate Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; provided, however, that if a Tax Event Redemption or an earlier Successful Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Holders may early settle Corporate Units only in integral multiples of 8,000 Corporate Units. The undersigned Holder directs that a certificate for shares of PCS Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Corporate Units Certificate representing any Corporate Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:______________________________ _______________________________________ Signature Signature ~~Guarantee:~~ Guarantee (if assigned to another person): _______________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (~~if assigned~~ "STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to ~~another person~~which Early Settlement of the related Purchase Contracts is being elected: If shares of PCS Common Stock or Corporate Units Certificates are to be registered in the name of and delivered to and pledged Notes, or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Name ____________________________ ____________________________ Address ____________________________ ____________________________ ____________________________ Name ____________________________ ____________________________ Address ____________________________ ____________________________ ____________________________ REGISTERED HOLDER Please print name and address of Registered Holder: Name ____________________________ ____________________________ Address ____________________________ ____________________________ ____________________________ Social Security or other Taxpayer Identification Number, if any ___________ Transfer Instructions for pledged Notes, or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: _____________________________________________________________________~~__________~~_ ~~(insert name) __________~~______________________________________________________________________ ~~(insert address) ____~~[TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Signature of Stated Amount authorized Amount of Amount of of this Global signatory of decrease in increase in Certificate Purchase Stated Amount Stated Amount following such Contract Agent of the Global of the Global decrease or or Securities Date Certificate Certificate increase Custodian ____________________________________________________________________________ ___________________________________________________________________________~~____~~_ ________________________________________________________________________________ (insert social security or other taxpayer identification number, if any) ________________________________ If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: ________________________________________________________________________________ (insert name ________________________________________________________________________________ (insert address) ________________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ EXHIBIT B (~~insert social security or other taxpayer identification number, if any) ELECTION TO SETTLE EARLY The undersigned Holder~~ Form of this Treasury PIES Certificate irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts relating to the number Face of Treasury ~~PIES evidenced by this~~ Units Certificate) THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. _____ CUSIP NO. 825 061 60 5 Number of Treasury PIES Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Treasury PIES Certificate representing any Treasury PIES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned agrees to pay any transfer tax payable incident thereto.Units

Appears in 1 contract

Samples: Purchase Contract Agreement (Sprint Corp)

Appears in 1 contract

Samples: Purchase Contract Agreement (NRG Energy Inc)

Appears in 1 contract

Samples: Purchase Contract Agreement (Txu Corp /Tx/)

Appears in 1 contract

Samples: Purchase Contract Agreement (Pp&l Capital Funding Trust I)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts ~~relating to~~ underlying the number of ~~Treasury PIES~~ Income Equity Units evidenced by this ~~Treasury PIES~~ Income Equity Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned ~~agrees to~~ will pay any transfer tax payable incident thereto. Dated: ______________________~~_ ____________________________~~______ ~~Signature Signature Guarantee: _________________~~ If shares are to be registered in the name of and delivered to a Person other than the Holder, please (~~if assigned to another person~~i) ~~REGISTERED HOLDER Please~~ print such Person's name and address and (ii) provide a guarantee of ~~Registered Holder~~your signature: ________________________________________________________________________________ ~~(insert name) ________________________________________________________________________________ (insert address)~~ Name Address ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ~~(insert social security~~ Social Security or other ~~taxpayer identification number~~Taxpayer Identification Number, if ~~any)~~ any ________________ ________________________________________________________________________________ ~~If shares are~~ Signature Signature Guarantee:____________________________________________________________ (if assigned to ~~be registered in the name of and delivered to a Person other than the Holder, please (i~~another person) REGISTERED HOLDER Please print ~~such Person's~~ name and address ~~and (ii) provide a guarantee~~ of ~~your signature~~Registered Holder: ________________________________________________________________________________ ~~(insert name~~ Name ________________________________________________________________________________ ~~(insert address)~~ Address ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ~~(insert social security or other taxpayer identification number, if any)~~ ELECTION TO SETTLE EARLY The undersigned Holder of this ~~Treasury PIES~~ Income Equity Units Certificate hereby irrevocably exercises the option to effect Early Settlement [following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts ~~relating to~~ underlying the number of ~~Treasury PIES~~ Income Equity Units evidenced by this ~~Treasury PIES~~ Income Equity Units Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any ~~Treasury PIES~~ Income Equity Units Certificate representing any ~~Treasury PIES~~ Income Equity Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury ~~Securities~~ Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned ~~agrees to~~ will pay any transfer tax payable incident thereto. Dated: ____________________ ____________________________ Signature Signature Guarantee: _________________ Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Income Equity Units Certificates are to be registered in the name of and delivered to and Pledged Notes or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ________________________________________________________________________________ Name ________________________________________________________________________________ Address ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ________________ REGISTERED HOLDER Please print name and address of Registered Holder: ________________________________________________________________________________ Name ________________________________________________________________________________ Address ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Transfer Instructions for Pledged Notes or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ================================================================================================================ Number of Income Equity Signature of Amount of increase in Amount of decrease in Units evidenced by this authorized signatory Number of Income Number of Income Equity Global Certificate of Purchase Contract Equity Units evidenced Units evidenced by the following such decrease Agent or Securities Date by the Global Certificate Global Certificate or increase Custodian ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- EXHIBIT B (FORM OF FACE OF GROWTH EQUITY UNITS CERTIFICATE) [For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. ____ CUSIP No. _____________ Number of Growth Equity Units: ______________ SEMPRA ENERGY Growth Equity Units This Growth Equity Units Certificate certifies that __________________ is the registered Holder of the number of Growth Equity Units set forth above [For inclusion in Global Certificates only - or such other number of Growth Equity Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto]. Each Growth Equity Units consists of (i) a 1/40 undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Sempra Energy, a California corporation (the "COMPANY"). All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Growth Equity Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Growth Equity Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Growth Equity Units Certificate to purchase, and the Company, to sell, on May 17, 2005 (the "PURCHASE CONTRACT SETTLEMENT DATE"), at a price equal to $25 (the "STATED AMOUNT"), a number of newly issued shares of Common Stock, without par value ("COMMON STOCK"), of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Growth Equity Unit of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "PURCHASE PRICE") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Growth Equity Unit of which such Purchase Contract is a part. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Growth Equity Unit evidenced hereby, an amount (the "PURCHASE CONTRACT PAYMENTS") equal to 2.90% per year of the Stated Amount. Such Purchase Contract Payments shall be payable to the Person in whose name this Growth Equity Units Certificate is registered at the close of business on the Record Date for such Payment Date. The Company may, at its option, defer such Purchase Contract Payments. The Purchase Contract Payments will be payable at the office of the Purchase Contract Agent in New York City or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Security Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Growth Equity Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Purchase Contract Agreement (Sempra Energy)

Appears in 1 contract

Samples: Purchase Contract Agreement (Txu Corp /Tx/)

Appears in 1 contract

Samples: Purchase Contract Agreement (Phoenix Companies Inc/De)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts ~~relating to~~ underlying the number of Treasury ~~PIES~~ Units evidenced by this Treasury ~~PIES~~ Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional ~~share~~share (if the Company elects not to issue fractional shares), to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned ~~agrees to~~ will pay any transfer tax payable incident thereto. Dated: ~~_______________________ __________________________________~~ ---------------------- ------------------------------ Signature Signature Guarantee: ~~_________________~~ ---------- (if assigned to another person) ~~REGISTERED HOLDER Please print name and address~~ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of ~~Registered Holder: ________________________________________________________________________________~~ the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (~~insert name~~"STAMP") ________________________________________________________________________________ (insert address) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (insert social security or such other ~~taxpayer identification number~~"signature guarantee program" as may be determined by the Registrar in addition to, ~~if any) ________________________________~~ or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: ________________________________________________________________________________ (insert name ________________________________________________________________________________ (insert address) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (insert social security --------------------------------------------------------------------------- Name --------------------------------------------------------------------------- Address --------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- Social Security or other ~~taxpayer identification number~~Taxpayer Identification Number, if ~~any)~~ any --------------------------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: --------------------------------------------------------------------------- Name --------------------------------------------------------------------------- Address --------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- ELECTION TO SETTLE EARLY The undersigned Holder of this Treasury ~~PIES~~ Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts ~~relating to~~ underlying the number of Treasury ~~PIES~~ Units evidenced by this Treasury ~~PIES~~ Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Treasury Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share (if the Company elects not to issue fractional shares) and any Treasury ~~PIES~~ Units Certificate representing any Treasury ~~PIES~~ Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned ~~agrees to~~ will pay any transfer or similar tax payable incident thereto.. Dated: -------------------------------- Signature ------------------------------ Signature Guarantee: --------------------------------- (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Treasury Units Certificates are to be registered in the name of and delivered to and pledged Treasury Securities are to be transferred to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: --------------------------------------------------------------------------- Name --------------------------------------------------------------------------- Address --------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any --------------------------------- Please print name and address of Registered Holder: --------------------------------------------------------------------------- Name --------------------------------------------------------------------------- Address --------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- Transfer Instructions for pledged Treasury Securities Transferable Upon Settlement or a Termination Event: --------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Date Amount of Amount of Stated Amount of Signature of decrease in increase in this Global authorized Stated Amount Stated Amount Certificate signatory of of the Global of the Global following such Purchase Contract Certificate Certificate decrease or Agent of increase Securities Custodian -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [Collateral Agent Address] Re: Mandatory Convertible Units of Kansas City Southern Industries, Inc. (the "COMPANY") We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2001, (the "PLEDGE AGREEMENT") among the ---------- Company, yourselves, as Collateral Agent, Custodial Agent and Securities Intermediary and ourselves, as Purchase Contract Agent and as attorney-in-fact for the holders of [Corporate Units] [Treasury Units] from time to time, that the holder of the Securities listed below (the "HOLDER") has elected to substitute [$ aggregate principal amount of Treasury Securities] [$ ----- ----- aggregate principal amount of Notes] in exchange for an equal Value of [Pledged Notes] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes], and upon the payment by such Holder of any applicable fees, to release the [Notes] [Treasury Securities] related to such [Corporate Units] [Treasury Units] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ------------------ ------------------------------- by --------------------------- Name: Title: Signature Guarantee: ---------- Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes] for the [Pledged Notes] [Pledged Treasury Securities]: -------------------------------- ------------------------------- Name Social Security or other Taxpayer Identification Number, if any -------------------------------- Address -------------------------------- -------------------------------- EXHIBIT D INSTRUCTION TO PURCHASE CONTRACT AGENT [Purchase Contract Agent Address] Re: Mandatory Convertible Units of Kansas City Southern Industries, Inc. (the "COMPANY") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, [$ aggregate principal amount of ----- Treasury Securities] [$ aggregate principal amount of Notes] in exchange for an equal Value of [Pledged Notes] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1], [4.2] of the Pledge Agreement, dated , 2001 (the "PLEDGE AGREEMENT"), between you, the Company and -- the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes] [Pledged Treasury Securities] related to such [Corporate Units] [Treasury Units]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: ---------------------------- Signature ------------------------- Signature Guarantee: ------------------------------------ Please print name and address of Registered Holder: --------------------------------- --------------------------------- Name Social Security or other Taxpayer Identification Number, if any --------------------------------- Address --------------------------------- --------------------------------- EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH [Purchase Contract Agent Address] Re: Mandatory Convertible Units of Kansas City Southern Industries, Inc. (the "COMPANY") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.04 of the Purchase Contract Agreement dated as of , 2001 ------------ among the Company and yourselves, as Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $ as the -------- Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contract on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Purchase Contracts related to such Holder's [Corporate Units] [Treasury Units]. Dated: ----------------------------- Signature --------------------------- Signature Guarantee: ------------------------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: ---------------------------------- --------------------------------- Name Social Security or other Taxpayer Identification Number, if any ---------------------------------- Address ---------------------------------- ----------------------------------

Appears in 1 contract

Samples: Purchase Contract Agreement (Kansas City Southern Industries Inc)

Appears in 1 contract

Samples: Purchase Contract Agreement (Electronic Data Systems Corp /De/)

Appears in 1 contract

Samples: Purchase Contract Agreement (Duke Energy Corp)

Appears in 1 contract

Samples: Purchase Contract Agreement (Keyspan Corp)

Appears in 1 contract

Samples: Purchase Contract Agreement (Duke Energy Corp)

Appears in 1 contract

Samples: Purchase Contract Agreement (Dominion Resources Inc /Va/)

Appears in 1 contract

Samples: Purchase Contract Agreement (FPL Group Capital Inc)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts ~~relating to~~ underlying the number of ~~Treasury PIES~~ Income PRIDES evidenced by this ~~Treasury PIES~~ Income PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned ~~agrees to~~ will pay any transfer tax payable incident thereto. Dated: ~~_____~~__________________ __________________________________ Signature Signature Guarantee: ~~______~~___________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address REGISTERED HOLDER and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: ________________________________________________________________________________ ~~(insert name)~~ Name ________________________________________________________________________________ ~~(insert address)~~ Address ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ~~(insert social security~~ Social Security or other ~~taxpayer identification number~~Taxpayer Identification Number, if any) __________________________________________________________________ ~~If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i)~~ REGISTERED HOLDER Please print ~~such Person's~~ name and address ~~and (ii) provide a guarantee~~ of ~~your signature~~Registered Holder: ________________________________________________________________________________ ~~(insert name~~ Name ________________________________________________________________________________ ~~(insert address)~~ Address ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ~~(insert social security or other taxpayer identification number, if any)~~ ELECTION TO SETTLE EARLY The undersigned Holder of this ~~Treasury PIES~~ Income PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts ~~relating to~~ underlying the number of ~~Treasury PIES~~ Income PRIDES evidenced by this ~~Treasury PIES~~ Income PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Income PRIDES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Income PRIDES, Holders may early settle Income PRIDES only in integral multiples of 80,000 Income PRIDES. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any ~~Treasury PIES~~ Income PRIDES Certificate representing any ~~Treasury PIES~~ Income PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury ~~Securities~~ Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned ~~agrees to~~ will pay any transfer tax payable incident thereto.. Dated: __________________ ____________________________________________________ Signature Signature Guarantee:__________________________________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Income PRIDES Certificates are to be registered in the name of and delivered to and pledged Notes, or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: ________________________________________________________________________________ Name ________________________________________________________________________________ Address ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any__________________________________________________________________ Please print name and address of Registered Holder: ________________________________________________________________________________ Name ________________________________________________________________________________ Address ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Transfer Instructions for pledged Treasury Securities Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Amount of Stated Amount of this Signature of authorized decrease in Stated increase in Stated Global Certificate signatory of Purchase Amount of the Global Amount of the Global following such decrease Contract Agent or Date Certificate Certificate or increase Securities Custodian _____________________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________________ EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT First Union Trust Company, National Association [Address] Re: Feline PRIDES of Electronic Data Systems Corporation (the "Company") We hereby notify you in accordance with Section [4.1][4.2] of the Pledge Agreement, dated as of June 26, 2001, (the "Pledge Agreement") among the Company, yourselves, as Collateral Agent, Custodial Agent and Securities Intermediary and ourselves, as Purchase Contract Agent and as attorney-in-fact for the holders of [Income PRIDES][Growth PRIDES] from time to time, that the holder of the Securities listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities] [$_______ aggregate principal amount of Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] in exchange for an equal Value of [Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,][Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities][Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities][Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Income PRIDES][Growth PRIDES] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_____________ _________________________________ By:______________________ Name: Title: Signature Guarantee:_____________ Please print name and address of Registered Holder electing to substitute [Treasury Securities][Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] for the [Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,][Pledged Treasury Securities]: ________________________ ______________________________________ Name Social Security or other Taxpayer Identification Number, if any ________________________ Address ________________________ ________________________ EXHIBIT D INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxxxx Xxxxxx Suite 1150 Houston, Texas 77002 Re: Feline PRIDES of Electronic Data Systems Corporation (the "Company") The undersigned Holder hereby notifies you that it has delivered to_____________, as Collateral Agent, [$_______ aggregate principal amount of Treasury Securities][$ aggregate principal amount of Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] in exchange for an equal Value of [Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,][Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1], [4.2] of the Pledge Agreement, dated June 26, 2001 (the "Pledge Agreement"), between you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio] [Pledged Treasury Securities] related to such [Income PRIDES][Growth PRIDES]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated:_____________ ___________________________________ Signature Signature Guarantee:______________ Please print name and address of Registered Holder: _______________________ ___________________________________ Name Social Security or other Taxpayer Identification Number, if any _______________________ Address _______________________ EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH The Chase Manhattan Bank 000 Xxxxxx Xxxxxx Suite 1150 Houston, Texas 77002 Re: Feline PRIDES of Electronic Data Systems Corporation (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.5 of the Purchase Contract Agreement dated as of June 26, 2001 among the Company and yourselves, as Purchase Contract Agent and as Attorney-in- Fact for the Holders of the Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contract on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders election to make such cash settlement with respect to the Purchase Contracts related to such Holder's [Income PRIDES] [Growth PRIDES]. Dated:_____________ __________________________________ Signature Signature Guarantee:______________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: _______________________ _______________________________________ Name Social Security or other Taxpayer Identification Number, if any _______________________ Address _______________________

Appears in 1 contract

Samples: ______________ Purchase Contract Agreement (Electronic Data Systems Corp /De/)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the [First] [Second] Purchase Contract Settlement Date of the Purchase Contracts ~~relating to~~ underlying the number of ~~Treasury PIES~~ Income PRIDES evidenced by this ~~Treasury PIES~~ Income PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned ~~agrees to~~ will pay any transfer tax payable incident thereto. Dated: _________________ ____________________________ Signature Signature Guarantee: ________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in REGISTERED HOLDER the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: ___________________________ ___________________________ Name Name ____________________________ ___________________________ Address Address ____________________________ ___________________________ ____________________________ ___________________________ ____________________________ ___________________________ Social Security or other Taxpayer Identification Number, if any _____________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Income PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Income PRIDES evidenced by this Income PRIDES Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Income PRIDES Certificate representing any Income PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:________________ _____________________________ Signature Signature Guarantee: ________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Income PRIDES Certificates are to be registered in the REGISTERED HOLDER name of and delivered to, and Pledged Debt Securities, or the Treasury Portfolio, as the case may be, are to be trans- ferred to, a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: _____________________________ _________________________ Name Name _____________________________ _________________________ Address Address _____________________________ _________________________ ____________________________~~_____~~_ ~~Signature Signature Guarantee: _________________ (if assigned to another person) REGISTERED HOLDER Please print name and address of Registered Holder:~~ ________________________~~___________________________~~_ _____________________________ ~~(insert name) _______________________________________________________~~_________________________ ~~(insert address)~~ Social Security or other Taxpayer Identification Number, if any _________________________ Transfer Instructions for Pledged Debt Securities, or the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________ _______________________________________________________________~~________________~~_ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ================================================================ PRINCIPAL AMOUNT OF SIGNATURE AMOUNT OF AMOUNT OF THIS GLOBAL OF DECREASE IN INCREASE IN CERTIFICATE AUTHORIZED PRINCIPAL PRINCIPAL FOLLOWING OFFICER OF AMOUNT OF AMOUNT OF SUCH TRUSTEE OR THE GLOBAL THE GLOBAL DECREASE OR SECURITIES DATE CERTIFICATE CERTIFICATE INCREASE CUSTODIAN ________________________________________________________________________________ (insert social security or other taxpayer identification number, if any) ________________________________ If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: ________________________________________________________________________________ (insert name ________________________________________________________________________________ (insert address) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (insert social security or other taxpayer identification number, if any) ELECTION TO SETTLE EARLY The undersigned Holder of this Treasury PIES Certificate irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts relating to the number of Treasury PIES evidenced by this Treasury PIES Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Treasury PIES Certificate representing any Treasury PIES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned agrees to pay any transfer tax payable incident thereto.

Appears in 1 contract

Samples: Purchase Contract Agreement (Texas Utilities Co /Tx/)

Appears in 1 contract

Samples: Purchase Contract Agreement (Florida Power & Light Co)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts ~~relating to~~ underlying the number of ~~Treasury PIES~~ Corporate Units evidenced by this ~~Treasury PIES~~ Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned ~~agrees to~~ will pay any transfer tax payable incident thereto. Dated: _____________________________ __________________________________________ Signature Signature Guarantee: _____________________ (if assigned to another person) If shares are to be registered in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person's name and address and (ii) provide a Please print name and address of guarantee of your signature: Registered Holder: ____________________________________ __________________________________________ Name Name ____________________________________ __________________________________________ Address Address ____________________________________ __________________________________________ ____________________________________ __________________________________________ ____________________________________ __________________________________________ Social Security or other Taxpayer Identification Number, if any __________________________________________ ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Corporate Units Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Corporate Units Certificate representing any Corporate Units evidenced hereby as to which [Early Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ______________________________________ Signature Signature Guarantee: _____________________________________ Number of Units evidenced hereby as to which [Early Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: ______________________________________~~___~~_ _______________________________________ ~~(insert name) _________________________________________~~Name Name _______________________________________ ~~(insert address)~~ _______________________________________ Address Address _______________________________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ Social Security or other Taxpayer Identification Number, if any _______________________________________ Transfer Instructions for Pledged Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Cash Merger Early Settlement] or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ~~(insert social security~~ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Corporate Units of this Global Certificate is 6,000,000. The following increases or ~~other taxpayer identification number, if any) ________________________________ If shares are to be registered~~ decreases in this Global Certificate have been made: Number of Corporate Amount of increase Amount of decrease Units evidenced by in Number of in Number of this Global Signature of Corporate Units Corporate Units Certificate authorized signatory evidenced by the ~~name~~ evidenced by the following such of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: ________________________________________________________________________________ (insert name ________________________________________________________________________________ (insert address) ________________________________________________________Purchase Contract Date Global Certificate Global Certificate decrease or increase Agent ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ XXXXXXX X (~~insert social security~~ FORM OF FACE OF TREASURY UNIT CERTIFICATE) [For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Xx. 0 XXXXX Xx. 00000X 30 7 Number of Treasury Units: 0 The Phoenix Companies, Inc. Treasury Units This Treasury Units Certificate certifies that [Cede & Co.] [__________________] is the registered Holder of the number of Treasury Units set forth above [For inclusion in Global Certificates only - or such other ~~taxpayer identification number~~number of Treasury Units as is reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto], ~~if any~~which number shall not exceed 6,000,000. Each Treasury Unit consists of (i) ~~ELECTION TO SETTLE EARLY~~ a 1/40 undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with The ~~undersigned~~ Phoenix Companies, Inc., a Delaware corporation (the "COMPANY"). All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury ~~PIES~~ Units Certificate ~~irrevocably exercises~~ to purchase, and the ~~option~~ Company, to ~~effect~~ sell, on February 16, 2006 (the "PURCHASE CONTRACT SETTLEMENT DATE"), at a price equal to $25.00 (the "STATED AMOUNT"), a number of newly issued shares of common stock, par value $0.01 per share ("COMMON STOCK"), of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Cash Merger Early Settlement with respect to such Purchase Contract, all as provided in ~~accordance with~~ the ~~terms~~ Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "PURCHASE PRICE") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Treasury Units of which such Purchase Contract is a part. Each Purchase Contract evidenced hereby obligates the Holder to agree, for United States federal, state and local income and franchise tax purposes, to (i) treat an acquisition of the Treasury Units as an acquisition of the Treasury Securities and Purchase Contracts constituting the Treasury Units and (ii) treat itself as owner of the applicable interest in the Collateral Account, including the Treasury Securities. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the "CONTRACT ADJUSTMENT PAYMENTS") equal to 0.65% per year of the Stated Amount. Such Contract Adjustment Payments shall be payable to the Person in whose name this Treasury Units Certificate is registered at the close of business on the Record Date for such Payment Date. The Company may, at its option, defer such Contract Adjustment Payments. Contract Adjustment Payments will be payable at the office of the Purchase Contract ~~Agreement with respect~~ Agent in New York City. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase ~~Contracts relating~~ Contract Agent. Reference is hereby made to the ~~number~~ further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of ~~Treasury PIES evidenced~~ authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury ~~PIES~~ Units Certificate ~~specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement~~ shall not be ~~registered in~~ entitled to any benefit under the ~~name of, and delivered, together with a check in payment~~ Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any fractional share and any Treasury PIES Certificate representing any Treasury PIES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned agrees to pay any transfer tax payable incident theretopurpose.

Appears in 1 contract

Samples: Purchase Contract Agreement (Phoenix Companies Inc/De)

Appears in 1 contract

Samples: Purchase Contract Agreement (Sprint Corp)

Appears in 1 contract

Samples: Purchase Contract Agreement (Hfi Trust I)

Appears in 1 contract

Samples: Purchase Contract Agreement (New Nisource Inc)

Appears in 1 contract

Samples: Purchase Contract Agreement (PNM Resources Inc)

Appears in 1 contract

Samples: Purchase Contract Agreement (Duke Energy Corp)

Appears in 1 contract

Samples: Purchase Contract Agreement (New Nisource Inc)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts ~~relating to~~ underlying the number of ~~Treasury PIES~~ Type A Securities evidenced by this ~~Treasury PIES~~ Type A Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned ~~agrees to~~ will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ Signature Signature ~~Guarantee:~~ Guarantee ____________________________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name REGISTERED HOLDER of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: ______________________________________ ____________________________________ Name Name ______________________________________ ____________________________________ ______________________________________ ____________________________________ ______________________________________ ____________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Type A Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Type A Securities evidenced by this Type A Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Type A Certificate representing any Type A evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________________ _________________________________________ Signature Signature Guarantee: ___________________________________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (~~insert name~~"STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Type A Certificates are to be registered in the name of and delivered to and Pledged Debt Securities, or the Treasury Portfolio, as the case may be, REGISTERED HOLDER are to be transferred to a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ ~~(insert address)~~ Social Security or other Taxpayer Identification Number, if any Transfer Instructions for Pledged Debt Securities, or the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Principal Amount of Signature of in Principal Amount this Global Authorized Officer Amount of Decrease In of the Global Certificate of Trustee or Principal Amount of Certificate Following such Securities Date the Global Certificate Decrease or Increase Custodian ------------------ ----------------------- --------------------- ---------------------- -------------------- EXHIBIT B THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (~~insert social security or other taxpayer identification number~~AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, ~~if any~~AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST THEREIN. No. ______________ Number of Type B Securities ___________________ ~~If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature:~~ Cusip No. FORM OF FACE OF TYPE B CERTIFICATE This Type B Certificate certifies that __________ is the registered Holder of the number of Type B Securities set forth above. Each Type B Security represents (i) a __/___ undivided beneficial ownership interest, of a Treasury Security having a principal amount at maturity equal to $____~~_______________________________________________________~~, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with ONEOK, Inc., an Oklahoma corporation (the "Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Type B Securities evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Type B Securities. Each Purchase Contract evidenced hereby obligates the Holder of this Type B Certificate to purchase, and the Company, to sell, on ____________ (~~insert name ____________________________________________________________________________~~the "Purchase Contract Settlement Date"), at a price equal to $____ (insert address) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ the "Stated Amount"), a number of shares of Common stock, par value $0.01 per share, including preferred share purchase rights (~~insert social security~~ "Common Stock"), of the Company equal to the Settlement Rate, unless on or ~~other taxpayer identification number, if any) ELECTION TO SETTLE EARLY The undersigned Holder of this Treasury PIES Certificate irrevocably exercises~~ prior to the ~~option to effect~~ Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Type B Securities of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby will be paid by application of the Proceeds from the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract evidenced hereby an amount (the "Contract Adjustment Payments") equal to __% per annum of the Stated Amount, computed on the basis of the actual number of days elapsed in a year of 360 day year of twelve 30 day months, as the case may be, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement ~~with respect~~ and more fully described on the reverse hereof. Such Contract Adjustment Payments shall be payable to the ~~Purchase Contracts relating~~ Person in whose name this Type B Certificate (or a Predecessor Type B Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Agent in The City of New York or, at the option of the Company, by check mailed to the ~~number~~ address of ~~Treasury PIES evidenced~~ the Person entitled thereto as such address appears on the Type B Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this ~~Treasury PIES~~ Type B Certificate ~~specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement~~ shall not be ~~registered in~~ entitled to any benefit under the ~~name of, and delivered, together with a check in payment~~ Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any fractional share and any Treasury PIES Certificate representing any Treasury PIES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned agrees to pay any transfer tax payable incident theretopurpose.

Appears in 1 contract

Samples: Form of Purchase Contract Agreement (Oneok Inc /New/)

Common use of SETTLEMENT INSTRUCTIONS Clause in Contracts