Common use of DELIVERY INSTRUCTIONS Clause in Contracts

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):_______________________________ (Please Print) Address:_______________________________ (Please Print) (Zip Code) (Tax Identification or Social Security Number): In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Chase Manhattan Bank as Collateral Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Institutional Trust Services Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Re: Notes of Motorola, Inc. (the "Company") --------------------------------------- The undersigned hereby notifies you in accordance with Section 4.5(d) of the Pledge Agreement, dated as of October 31, 2001 (the "Pledge Agreement"), among the Company, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and First Union Trust Company, National Association, as Purchase Contract Agent and as attorney-in-fact for the Holders of Normal Units and Stripped Units from time to time, that the undersigned elects to withdraw the $_____ aggregate principal amount of Notes delivered to the Custodial Agent on ___________, 2004 for remarketing pursuant to Section 4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Notes to the undersigned in accordance with the undersigned's instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________ Signature:______________________________ Signature Guarantee: Name: Social Security or other Taxpayer Identification Number, if any: Address: A. DELIVERY INSTRUCTIONS

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):_______________________________ (Please Print) Address:_______________________________ (Please Print) (Zip Code) (Tax Identification or Social Security Number): Address In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Chase Manhattan U.S. Bank National Association, as Collateral Custodial Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: Institutional Trust Services TelecopyTel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President Re: Notes Due 2042 of Motorola▇▇▇▇▇▇▇ Controls, Inc. (the "“Company") --------------------------------------- ”). The undersigned hereby notifies you in accordance with Section 4.5(d5.03(d) of the Purchase Contract and Pledge Agreement, dated as of October 31March 16, 2001 2009 (the "Pledge “Agreement"”), among the Company, yourselvesCompany and you, as Collateral Agent, Securities Intermediary and Custodial Agent and First Union Trust CompanySecurities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the Holders holders of Normal Corporate Units and Stripped Treasury Units from time to time, that the undersigned elects to withdraw the $_____ $ aggregate principal amount of Separate Notes delivered to the Custodial Agent on ___________, 2004 you for remarketing Remarketing pursuant to Section 4.5(d) 5.03 of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Notes to the undersigned in accordance with the undersigned's ’s instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d5.03(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________ : By: Name: Title: Signature Guarantee: Name Address U.S. Bank National Association, as Purchase Contract Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President Re: Corporate Units of ▇▇▇▇▇▇▇ Controls, Inc., a Wisconsin corporation (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.03(b)(iii) of the Purchase Contract and Pledge Agreement, dated as of March 16, 2009 (the “Purchase Contract and Pledge Agreement”; unless otherwise defined herein, terms defined in the Purchase Contract and Pledge Agreement are used herein as defined therein), among the Company and you, as Purchase Contract Agent, as attorney-in-fact for the Holders of the Corporate Units, Collateral Agent, Custodial Agent and Securities Intermediary, that such Holder has elected to pay to the Securities Intermediary for deposit in the Collateral Account, on or prior to 4:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary), $ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Holder’s Corporate Units with separate cash. Date: Signature:: Signature Guarantee: Please print name and address of Registered Holder: NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) U.S. Bank National Association, as Collateral Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President Re: Corporate Units of ▇▇▇▇▇▇▇ Controls, Inc., a Wisconsin corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of March 16, 2009 (the “Agreement”), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. We hereby notify you in accordance with Section 5.03(b)(iii) of the Agreement that the Holder of Corporate Units named below (the “Holder”) has elected to settle the Purchase Contracts related to its Pledged Applicable Ownership Interests in Notes with $ of separate cash prior to 11:00 a.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.03(b)(iii) of the Agreement in lieu of exercise of such Holder’s Put Right, give us notice of the receipt of such payment and (A) promptly invest the separate cash received in Permitted Investments consistent with the instructions of the Company as provided in Section 5.03(a)(v) of the Agreement with respect to Cash Settlement, (B) promptly release from the Pledge the Notes underlying the Applicable Ownership Interest in Notes related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such Notes to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Date: ______________________________ Signature Guarantee, U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Units By: Name: Title: Authorized Signatory Please print name and address of Holder electing to settle with separate cash: Name: Social Security or other Taxpayer Identification Number, if anyany Address: Address: A. DELIVERY INSTRUCTIONSNOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT (Settlement with Separate Cash) U.S. Bank National Association, as Purchase Contract Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President Re: Corporate Units of ▇▇▇▇▇▇▇ Controls, Inc. (the “Company”) Please refer to the Purchase Contract and Pledge Agreement dated as of March 16, 2009 (the “Agreement”), by and among you, the Company, and U.S. Bank National Association, as Collateral Agent, Custodial Agent and Securities Intermediary. Unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein. In accordance with Section 5.03(b)(iii) of the Agreement, we hereby notify you that as of 4:00 p.m. (New York City time) on the Business Day immediately preceding March 31, 2012 (the “Purchase Contract Settlement Date”), (i) we have received from $ in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate principal amount of $ of Notes underlying related Pledged Applicable Ownership Interests in Notes are to be released from the Pledge and Transferred to you. U.S. Bank National Association, as Securities Intermediary Dated: By: [______________________] U.S. Bank National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President Ladies and Gentlemen: This Agreement is dated as of [•] (the “Agreement”) by and among ▇▇▇▇▇▇▇ Controls, Inc., a Wisconsin corporation (the “Company”), [_______________________], as the reset agent and the remarketing agent (the “Remarketing Agent”), and U.S. Bank National Association, a national banking association, not individually but solely as Purchase Contract Agent (the “Purchase Contract Agent”) and as attorney-in-fact of the holders of Purchase Contracts (as defined in the Purchase Contract and Pledge Agreement referred to below).

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):_______________________________ (Please Print) ): Address:_______________________________ (Please Print) (Zip Code) : (Tax Identification or Social Security Number): ) In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Chase Manhattan U.S. Bank National Association, as Collateral Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Street, 10th Floor, MK-IL-SLTR ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AttnAttention: Institutional Corporate Trust Services Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Re: % Remarketable Junior Subordinated Notes Due of MotorolaThe Laclede Group, Inc. (the "“Company"”) --------------------------------------- The undersigned hereby notifies you in accordance with Section 4.5(d5.02(d) of the Purchase Contract and Pledge Agreement, dated as of October 31, 2001 (the "Pledge “Agreement"”), among the Company, yourselves, as Collateral Agent, Securities Intermediary Company and Custodial Agent and First Union Trust Company, U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the Holders holders of Normal Corporate Units and Stripped Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw withdraw, other than during a Blackout Period, the $_____ [ ] aggregate principal amount of Separate Notes delivered to the Custodial Agent on ___________, 2004 you for remarketing Remarketing pursuant to Section 4.5(d5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Notes to the undersigned in accordance with person(s) and the undersigned's instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________ Signature:______________________________ Signature Guarantee: By: Name: Social Security or other Taxpayer Identification Number, if anyTitle: AddressSignature Guarantee: A. DELIVERY INSTRUCTIONS

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):_______________________________ (Please Print) ): Address:_______________________________ (Please Print) (Zip Code) : (Tax Identification or Social Security Number): ) In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Chase Manhattan Deutsche Bank Trust Company Americas, as Collateral Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ AttnAttention: Institutional Trust Services Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Corporates Team — Dominion Resources Re: 2013 Series A 1.07% Remarketable Subordinated Notes Due 2021 of MotorolaDominion Resources, Inc. (the "“Company"”) --------------------------------------- The undersigned hereby notifies you in accordance with Section 4.5(d5.02(d) of the Series A Purchase Contract and Pledge Agreement, dated as of October 31June 7, 2001 2013 (the "Pledge “Agreement"”), among the Company, yourselves, as Collateral Agent, Securities Intermediary Company and Custodial Agent and First Union Deutsche Bank Trust Company, National AssociationCompany Americas, as Purchase Contract Agent and as attorney-in-fact for the Holders holders of Normal Corporate Units and Stripped Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw the $_____ [ ] aggregate principal amount of Separate Notes delivered to the Custodial Agent on ___________, 2004 you for remarketing Remarketing pursuant to Section 4.5(d5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Notes to the undersigned in accordance with person(s) and the undersigned's instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________ Signature:______________________________ Signature Guarantee: By: Name: Social Security or other Taxpayer Identification Number, if anyTitle: AddressSignature Guarantee: A. DELIVERY INSTRUCTIONS

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):Address: In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: _______________________________ (Please Print) Address:_Name of Account Party: ______________________________ (Please Print) (Zip Code) (Tax Identification or Social Security Number): In the event of a Failed RemarketingU.S. Bank National Association, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Chase Manhattan Bank as Collateral Custodial Agent ▇▇▇ ▇▇▇▇ ▇CityPlace I, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AttnAttention: Institutional Global Corporate Trust Services Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Re: 2021 Series B 1.65% Remarketable Junior Subordinated Notes Due 2029 of MotorolaSouth Jersey Industries, Inc. (the "“Company"”) --------------------------------------- The undersigned hereby notifies you in accordance with Section 4.5(d5.02(d) of the Purchase Contract and Pledge Agreement, dated as of October 31March 22, 2001 2021 (the "Pledge “Agreement"”), among the Company, yourselves, as Collateral Agent, Securities Intermediary Company and Custodial Agent and First Union Trust Company, U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the Holders holders of Normal Corporate Units and Stripped Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw withdraw, other than during a Blackout Period, the $_____ [ ] aggregate principal amount of Separate Notes delivered to the Custodial Agent on ___________, 2004 you for remarketing Remarketing pursuant to Section 4.5(d5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Notes to the undersigned in accordance with person(s) and the undersigned's instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the Undersigned undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________ Signature:______________________________ Signature Guarantee: By: Name: Social Security or other Taxpayer Identification Number, if anyTitle: AddressMedallion Signature Guarantee: A. DELIVERY INSTRUCTIONS

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):_______________________________ ) (Please Print) Address:_______________________________ Address (Please Print) (Zip Code) (Tax Identification or Social Security Number): In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Chase Manhattan Bank of New York Mellon Trust Company, N.A., as Collateral Custodial Agent ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Institutional Trust Services TelecopyTel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Global Corporate Trust Re: Notes Due 2042 of Motorola, Inc. Great Plains Energy Incorporated (the "“Company") --------------------------------------- ”). The undersigned hereby notifies you in accordance with Section 4.5(d5.03(d) of the Purchase Contract and Pledge Agreement, dated as of October 31, 2001 (the "Pledge “Agreement"”), among the Company, yourselvesCompany and you, as Collateral Agent, Securities Intermediary and Custodial Agent and First Union Securities Intermediary, and The Bank of New York Mellon Trust Company, National AssociationN.A., as Purchase Contract Agent and as attorney-in-fact for the Holders holders of Normal Corporate Units and Stripped Treasury Units from time to time, that the undersigned elects to withdraw the $_____ [ ] aggregate principal amount of Separate Notes delivered to the Custodial Agent on ___________, 2004 you for remarketing Remarketing pursuant to Section 4.5(d) 5.03 of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Notes to the undersigned in accordance with person(s) and the undersigned's instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d5.03(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________ Signature:______________________________ Signature Guarantee: By: Name: Social Security or other Taxpayer Identification Number, if anyTitle: Name Address: A. DELIVERY INSTRUCTIONS

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes Debentures which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):_______________________________ (Please Print) Address:_______________________________ (Please Print) (Zip Code) (Tax Identification or Social Security Number): Address In the event of a Failed Remarketing, Notes Debentures which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number Name of Account Party: DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Chase Manhattan Bank of New York, as Collateral Custodial Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ , 8W New York, NY 10286 Telephone No.: ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Institutional Trust Services Telecopy: (▇▇▇) -▇▇▇-▇▇▇▇ Telecopier No.: ▇▇▇-▇▇▇-▇▇▇▇ Attention: Corporate Finance Division Re: Notes Debentures Due 2041 of Motorola, Inc. ▇▇▇▇▇▇-▇▇▇▇▇▇▇-Midland Company (the "“Company") --------------------------------------- ”). The undersigned hereby notifies you in accordance with Section 4.5(d5.03(c)(ii) of the Purchase Contract and Pledge Agreement, dated as of October 31May [___], 2001 2008 (the "Pledge “Agreement"”), among the Company, yourselvesCompany and you, as Collateral Agent, Securities Intermediary and Custodial Agent and First Union Trust CompanySecurities Intermediary, National Associationand The Bank of New York, as Purchase Contract Agent and as attorney-in-fact for the Holders holders of Normal Corporate Units and Stripped Treasury Units from time to time, that the undersigned elects to withdraw the $_____ $ aggregate principal amount of Notes Separate Debentures delivered to the Custodial Agent on ___________, 2004 you for remarketing Remarketing pursuant to Section 4.5(d) 5.03 of the Pledge Agreement. The undersigned hereby instructs you to return such Notes Separate Debentures to the undersigned in accordance with the undersigned's ’s instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d5.03(c)(ii) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:: By: Name: Title: Signature Guarantee: Name Address The Bank of New York, as Purchase Contract Agent Attention: Fax: (___) Re: Corporate Units of ▇▇▇▇▇▇-▇▇▇▇▇▇▇-Midland Company, a Delaware corporation (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.03(b)(iii) of the Purchase Contract and Pledge Agreement, dated as of , 200___(the “Purchase Contract and Pledge Agreement”; unless otherwise defined herein, terms defined in the Purchase Contract and Pledge Agreement are used herein as defined therein), among the Company and you, as Purchase Contract Agent, as attorney-in-fact for the Holders of the Corporate Units, Collateral Agent, Custodial Agent and Securities Intermediary, that such Holder has elected to pay to the Securities Intermediary for deposit in the Collateral Account, on or prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary), $ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Holder’s Corporate Units with separate cash. Date: Signature Signature Guarantee: Please print name and address of Registered Holder: NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) The Bank of New York, as Collateral Agent Attention: Fax: Re: Corporate Units of ▇▇▇▇▇▇-▇▇▇▇▇▇▇-Midland Company, a Delaware corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of ____________________ Signature:______________________________ Signature Guarantee, 200___(the “Agreement”), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. We hereby notify you in accordance with Section 5.03(b)(iii) of the Agreement that the Holder of Corporate Units named below (the “Holder") has elected to settle the Purchase Contracts related to its Pledged Applicable Ownership Interests in Debentures with $ of separate cash prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.03(b)(iii) of the Agreement in lieu of exercise of such Holder’s Put Right, give us notice of the receipt of such payment and (A) promptly invest the separate cash received in Permitted Investments consistent with the instructions of the Company as provided in Section 5.03(a)(v) of the Agreement with respect to Cash Settlement, (B) promptly release from the Pledge the Debentures underlying the Applicable Ownership Interest in Debentures related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such Debentures to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Date: , as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Units By: Name: Title: Authorized Signatory Please print name and address of Holder electing to settle with separate cash: Name: Social Security or other Taxpayer Identification Number, if anyany Address NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT (Settlement with Separate Cash) The Bank of New York, as Purchase Contract Agent Attention: Address: A. DELIVERY INSTRUCTIONSFax: (___)

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):_______________________________ (Please Print) ): Address:_______________________________ (Please Print) (Zip Code) : (Tax Identification or Social Security Number): ) In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Chase Manhattan Bank as Collateral Agent ▇▇of New York Mellon Trust Company, N.A., ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn▇, Attention: Institutional Corporate Trust Services Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Administration Re: 2.50% Junior Subordinated Notes Due 2024 of Motorola, Inc. Exelon Corporation (the "“Company"”) --------------------------------------- The undersigned hereby notifies you in accordance with Section 4.5(d5.02(d) of the Purchase Contract and Pledge Agreement, dated as of October 31June 17, 2001 2014 (the "Pledge “Agreement"”), among the Company, yourselves, as Collateral Agent, Securities Intermediary Company and Custodial Agent and First Union The Bank of New York Mellon Trust Company, National AssociationN.A., as Purchase Contract Agent and as attorney-in-fact for the Holders holders of Normal Corporate Units and Stripped Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw the $_____ [ ] aggregate principal amount of Separate Notes delivered to the Custodial Agent on ___________, 2004 you for remarketing Remarketing pursuant to Section 4.5(d5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Notes to the undersigned in accordance with person(s) and the undersigned's instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________ Signature:______________________________ Signature Guarantee: By: Name: Social Security or other Taxpayer Identification Number, if anyTitle: AddressSignature Guarantee: A. DELIVERY INSTRUCTIONS

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):_______________________________ (Please Print) ): Address:_______________________________ (Please Print) (Zip Code) (Tax Identification or Social Security Number): : In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Chase Manhattan U.S. Bank National Association, as Collateral Agent ▇▇19▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇treet, 10th Floor, MK-IL-SLTR Ch▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ AttnAttention: Institutional Corporate Trust Services Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Re: 2014 Series A 2.00% Remarketable Junior Subordinated Notes Due 2022 of MotorolaThe Laclede Group, Inc. (the "“Company"”) --------------------------------------- The undersigned hereby notifies you in accordance with Section 4.5(d5.02(d) of the Purchase Contract and Pledge Agreement, dated as of October 31June 11, 2001 2014 (the "Pledge “Agreement"”), among the Company, yourselves, as Collateral Agent, Securities Intermediary Company and Custodial Agent and First Union Trust Company, U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the Holders holders of Normal Corporate Units and Stripped Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw withdraw, other than during a Blackout Period, the $_____ [ ] aggregate principal amount of Separate Notes delivered to the Custodial Agent on ___________, 2004 you for remarketing Remarketing pursuant to Section 4.5(d5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Notes to the undersigned in accordance with person(s) and the undersigned's instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________ Signature:______________________________ Signature Guarantee: By: Name: Social Security or other Taxpayer Identification Number, if anyTitle: AddressSignature Guarantee: A. DELIVERY INSTRUCTIONS

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes Debentures which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):_______________________________ (Please Print) ): Address:_______________________________ (Please Print) (Zip Code) : (Tax Identification or Social Security Number): ) In the event of a Failed Remarketing, Notes Debentures which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Chase Manhattan Bank as Collateral Agent ▇▇of New York Mellon Trust Company, N.A., ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ AttnAttention: Institutional Corporate Trust Services Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Administration Re: Notes 3.40% Junior Subordinated Debentures Due 2024 of MotorolaAmerican Electric Power Company, Inc. (the "“Company"”) --------------------------------------- The undersigned hereby notifies you in accordance with Section 4.5(d5.02(d) of the Purchase Contract and Pledge Agreement, dated as of October 31March 19, 2001 2019 (the "Pledge “Agreement"”), among the Company, yourselves, as Collateral Agent, Securities Intermediary Company and Custodial Agent and First Union The Bank of New York Mellon Trust Company, National AssociationN.A., as Purchase Contract Agent and as attorney-in-fact for the Holders holders of Normal Corporate Units and Stripped Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw the $_____ [ ] aggregate principal amount of Notes Separate Debentures delivered to the Custodial Agent on ___________, 2004 you for remarketing Remarketing pursuant to Section 4.5(d5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Notes Separate Debentures to the undersigned in accordance with person(s) and the undersigned's instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________ Signature:______________________________ Signature Guarantee: By: Name: Social Security or other Taxpayer Identification Number, if anyTitle: AddressSignature Guarantee: A. DELIVERY INSTRUCTIONS

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):_______________________________ (Please Print) Address:_______________________________ (Please Print) (Zip Code) (Tax Identification or Social Security Number): Address In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Chase Manhattan Bank of New York Mellon Trust Company, N.A., as Collateral Custodial Agent ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Institutional Trust Services TelecopyTel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Global Corporate Trust Re: Notes Due 2042 of Motorola, Inc. Great Plains Energy Incorporated (the "“Company") --------------------------------------- ”). The undersigned hereby notifies you in accordance with Section 4.5(d5.03(d) of the Purchase Contract and Pledge Agreement, dated as of October 31May 18, 2001 2009 (the "Pledge “Agreement"”), among the Company, yourselvesCompany and you, as Collateral Agent, Securities Intermediary and Custodial Agent and First Union Securities Intermediary, and The Bank of New York Mellon Trust Company, National AssociationN.A., as Purchase Contract Agent and as attorney-in-fact for the Holders holders of Normal Corporate Units and Stripped Treasury Units from time to time, that the undersigned elects to withdraw the $_____ [ ] aggregate principal amount of Separate Notes delivered to the Custodial Agent on ___________, 2004 you for remarketing Remarketing pursuant to Section 4.5(d) 5.03 of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Notes to the undersigned in accordance with person(s) and the undersigned's instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d5.03(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________ Signature:______________________________ Signature Guarantee: By: Name: Social Security or other Taxpayer Identification Number, if anyTitle: AddressSignature Guarantee: A. DELIVERY INSTRUCTIONS

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):_______________________________ (Please Print) ): Address:_______________________________ (Please Print) (Zip Code) : (Tax Identification or Social Security Number): ) In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Chase Manhattan Bank Wilmington Trust, National Association, as Collateral Custodial Agent ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AttnAttention: Institutional Trust Services Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ United Technologies Corporation Administrator Re: 1.55% Junior Subordinated Notes Due 2022 of MotorolaUnited Technologies Corporation, Inc. (the "“Company"”) --------------------------------------- The undersigned hereby notifies you in accordance with Section 4.5(d5.02(d) of the Purchase Contract and Pledge Agreement, dated as of October 31June 18, 2001 2012 (the "Pledge “Agreement"”), among the Company, yourselvesCompany and you, as Collateral Agent, Securities Intermediary and Custodial Agent and First Union Securities Intermediary, and The Bank of New York Mellon Trust Company, National AssociationN.A., as Purchase Contract Agent and as attorney-in-fact for the Holders holders of Normal Corporate Units and Stripped Treasury Units from time to time, that the undersigned elects to withdraw the $_____ [ ] aggregate principal amount of Separate Notes delivered to the Custodial Agent on ___________, 2004 you for remarketing Remarketing pursuant to Section 4.5(d5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Notes to the undersigned in accordance with person(s) and the undersigned's instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________ Signature:______________________________ Signature Guarantee: By: Name: Social Security or other Taxpayer Identification Number, if anyTitle: AddressSignature Guarantee: A. DELIVERY INSTRUCTIONS

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes Debentures which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):_______________________________ ) (Please Print) Address:_______________________________ Address (Please Print) (Zip Code) (Tax Identification or Social Security Number): In the event of a Failed Remarketing, Notes Debentures which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number Name of Account Party: DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Chase Manhattan Bank of New York, as Collateral Custodial Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ , 8W New York, NY 10286 Telephone No.: ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Institutional Trust Services Telecopy: (▇▇▇) -▇▇▇-▇▇▇▇ Telecopier No.: ▇▇▇-▇▇▇-▇▇▇▇ Attention: Corporate Finance Division Re: Notes Debentures Due 2041 of Motorola, Inc. ▇▇▇▇▇▇-▇▇▇▇▇▇▇-Midland Company (the "“Company") --------------------------------------- ”). The undersigned hereby notifies you in accordance with Section 4.5(d5.03(c)(ii) of the Purchase Contract and Pledge Agreement, dated as of October 31June 3, 2001 2008 (the "Pledge “Agreement"”), among the Company, yourselvesCompany and you, as Collateral Agent, Securities Intermediary and Custodial Agent and First Union Trust CompanySecurities Intermediary, National Associationand The Bank of New York, as Purchase Contract Agent and as attorney-in-fact for the Holders holders of Normal Corporate Units and Stripped Treasury Units from time to time, that the undersigned elects to withdraw the $_____ $ aggregate principal amount of Notes Separate Debentures delivered to the Custodial Agent on ___________, 2004 you for remarketing Remarketing pursuant to Section 4.5(d) 5.03 of the Pledge Agreement. The undersigned hereby instructs you to return such Notes Separate Debentures to the undersigned in accordance with the undersigned's ’s instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d5.03(c)(ii) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________ Signature:______________________________ : By: Name: Title: Signature Guarantee: The Bank of New York, as Purchase Contract Agent ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 8W New York, NY 10286 Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇ Telecopier No.: ▇▇▇-▇▇▇-▇▇▇▇ Attention: Corporate Finance Division Re: Corporate Units of ▇▇▇▇▇▇-▇▇▇▇▇▇▇-Midland Company, a Delaware corporation (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.03(b)(iii) of the Purchase Contract and Pledge Agreement, dated as of June 3, 2008 (the “Purchase Contract and Pledge Agreement”; unless otherwise defined herein, terms defined in the Purchase Contract and Pledge Agreement are used herein as defined therein), among the Company and you, as Purchase Contract Agent, as attorney-in-fact for the Holders of the Corporate Units, Collateral Agent, Custodial Agent and Securities Intermediary, that such Holder has elected to pay to the Securities Intermediary for deposit in the Collateral Account, on or prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary), $ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Holder’s Corporate Units with separate cash. Date: Signature Signature Guarantee: Please print name and address of Registered Holder: NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) The Bank of New York, as Collateral Agent ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 8W New York, NY 10286 Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇ Telecopier No.: ▇▇▇-▇▇▇-▇▇▇▇ Attention: Corporate Finance Division Re: Corporate Units of ▇▇▇▇▇▇-▇▇▇▇▇▇▇-Midland Company, a Delaware corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of June 3, 2008 (the “Agreement”), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. We hereby notify you in accordance with Section 5.03(b)(iii) of the Agreement that the Holder of Corporate Units named below (the “Holder”) has elected to settle the Purchase Contracts related to its Pledged Applicable Ownership Interests in Debentures with $ of separate cash prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.03(b)(iii) of the Agreement in lieu of exercise of such Holder’s Put Right, give us notice of the receipt of such payment and (A) promptly invest the separate cash received in Permitted Investments consistent with the instructions of the Company as provided in Section 5.03(a)(v) of the Agreement with respect to Cash Settlement, (B) promptly release from the Pledge the Debentures underlying the Applicable Ownership Interest in Debentures related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such Debentures to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Date: , as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Units By: Name: Title: Authorized Signatory Please print name and address of Holder electing to settle with separate cash: Name: Social Security or other Taxpayer Identification Number, if anyany Address NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT (Settlement with Separate Cash) The Bank of New York, as Purchase Contract Agent ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 8W New York, NY 10286 Telephone No.: Address: A. DELIVERY INSTRUCTIONS▇▇▇-▇▇▇-▇▇▇▇ Telecopier No.: ▇▇▇-▇▇▇-▇▇▇▇ Attention: Corporate Finance Division Re: Corporate Units of ▇▇▇▇▇▇-▇▇▇▇▇▇▇-Midland (the “Company”) Please refer to the Purchase Contract and Pledge Agreement dated as of June 3, 2008 (the “Agreement”), by and among you, the Company, and The Bank of New York, as Collateral Agent, Custodial Agent and Securities Intermediary. Unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein. In accordance with Section 5.03(b)(iii) of the Agreement, we hereby notify you that as of 5:00 p.m. (New York City time) on the Business Day immediately preceding June 1, 2011 (the “Purchase Contract Settlement Date”), (i) we have received from $ in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate principal amount of $ of Debentures underlying related Pledged Applicable Ownership Interests in Debentures are to be released from the Pledge and Transferred to you. The Bank of New York, as Securities Intermediary Dated: By: [ ] The Bank of New York ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 8W New York, NY 10286 Attention: Corporate Finance Division Ladies and Gentlemen: This Agreement is dated as of [ ], [ ] (the “Agreement”) by and among ▇▇▇▇▇▇-▇▇▇▇▇▇▇-Midland Company, a Delaware corporation (the “Company”), [ ], as the reset agent and the remarketing agent (the “Remarketing Agent”), and The Bank of New York, a New York banking corporation, not individually but solely as Purchase Contract Agent (the “Purchase Contract Agent”) and as attorney-in-fact of the holders of Purchase Contracts (as defined in the Purchase Contract and Pledge Agreement referred to below).

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):_______________________________ (Please Print) ): Address:_______________________________ (Please Print) (Zip Code) (Tax Identification or Social Security Number): : In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Chase Manhattan U.S. Bank National Association, as Collateral Agent ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 10th Floor, MK-IL-SLTR ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AttnAttention: Institutional Corporate Trust Services Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Re: 2021 Series A 0.75% Senior Notes Due 2026 of Motorola, Spire Inc. (the "“Company"”) --------------------------------------- The undersigned hereby notifies you in accordance with Section 4.5(d5.02(d) of the Purchase Contract and Pledge Agreement, dated as of October 31February 16, 2001 2021 (the "Pledge “Agreement"”), among the Company, yourselves, as Collateral Agent, Securities Intermediary Company and Custodial Agent and First Union Trust Company, U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the Holders holders of Normal Corporate Units and Stripped Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw withdraw, other than during a Blackout Period, the $_____ [ ] aggregate principal amount of Separate Notes delivered to the Custodial Agent on ___________, 2004 you for remarketing Remarketing pursuant to Section 4.5(d5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Notes to the undersigned in accordance with person(s) and the undersigned's instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________ Signature:______________________________ Signature Guarantee: By: Name: Social Security or other Taxpayer Identification Number, if any: AddressTitle: A. DELIVERY INSTRUCTIONS

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):_______________________________ (Please Print) ): Address:_______________________________ (Please Print) (Zip Code) : (Tax Identification or Social Security Number): ) In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Chase Manhattan Deutsche Bank Trust Company Americas, as Collateral Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ AttnAttention: Institutional Trust Services Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Corporates Team – Dominion Resources Re: 2014 Series A 1.50% Remarketable Subordinated Notes Due 2020 of MotorolaDominion Resources, Inc. (the "“Company"”) --------------------------------------- The undersigned hereby notifies you in accordance with Section 4.5(d5.02(d) of the Series A Purchase Contract and Pledge Agreement, dated as of October 31July 1, 2001 2014 (the "Pledge “Agreement"”), among the Company, yourselves, as Collateral Agent, Securities Intermediary Company and Custodial Agent and First Union Deutsche Bank Trust Company, National AssociationCompany Americas, as Purchase Contract Agent and as attorney-in-fact for the Holders holders of Normal Corporate Units and Stripped Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw the $_____ [ ] aggregate principal amount of Separate Notes delivered to the Custodial Agent on ___________, 2004 you for remarketing Remarketing pursuant to Section 4.5(d5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Notes to the undersigned in accordance with person(s) and the undersigned's instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________ Signature:______________________________ Signature Guarantee: By: Name: Social Security or other Taxpayer Identification Number, if anyTitle: AddressSignature Guarantee: A. DELIVERY INSTRUCTIONS

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):_______________________________ (Please Print) ): Address:_______________________________ (Please Print) (Zip Code) : (Tax Identification or Social Security Number): ) In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Chase Manhattan Deutsche Bank Trust Company Americas, as Collateral Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ AttnAttention: Institutional Trust Services Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Corporates Team — Dominion Resources Re: 2013 Series B 1.18% Remarketable Subordinated Notes Due 2019 of MotorolaDominion Resources, Inc. (the "“Company"”) --------------------------------------- The undersigned hereby notifies you in accordance with Section 4.5(d5.02(d) of the Series B Purchase Contract and Pledge Agreement, dated as of October 31June 7, 2001 2013 (the "Pledge “Agreement"”), among the Company, yourselves, as Collateral Agent, Securities Intermediary Company and Custodial Agent and First Union Deutsche Bank Trust Company, National AssociationCompany Americas, as Purchase Contract Agent and as attorney-in-fact for the Holders holders of Normal Corporate Units and Stripped Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw the $_____ [ ] aggregate principal amount of Separate Notes delivered to the Custodial Agent on ___________, 2004 you for remarketing Remarketing pursuant to Section 4.5(d5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Notes to the undersigned in accordance with person(s) and the undersigned's instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________ Signature:______________________________ Signature Guarantee: By: Name: Social Security or other Taxpayer Identification Number, if anyTitle: AddressSignature Guarantee: A. DELIVERY INSTRUCTIONS

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):_______________________________ (Please Print) Address:_______________________________ (Please Print) (Zip Code) (Tax Identification or Social Security Number): ) In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. Name of Account Party: DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Chase Manhattan U.S. Bank National Association, as Collateral Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Street, 10th Floor, MK-IL-SLTR ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AttnAttention: Institutional Corporate Trust Services Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Re: 2015 Series A 3.50% Remarketable Junior Subordinated Notes Due 2028 of Motorola, Inc. Black Hills Corporation (the "“Company"”) --------------------------------------- The undersigned hereby notifies you in accordance with Section 4.5(d5.02(d) of the Purchase Contract and Pledge Agreement, dated as of October 31November 23, 2001 2015 (the "Pledge “Agreement"”), among the Company, yourselves, as Collateral Agent, Securities Intermediary Company and Custodial Agent and First Union Trust Company, U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the Holders holders of Normal Corporate Units and Stripped Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw withdraw, other than during a Blackout Period, the $_____ [ ] aggregate principal amount of Separate Notes delivered to the Custodial Agent on ___________, 2004 you for remarketing Remarketing pursuant to Section 4.5(d5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Notes to the undersigned in accordance with person(s) and the undersigned's instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the Undersigned undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________ Signature:______________________________ Signature Guarantee: By: Name: Social Security or other Taxpayer Identification Number, if anyTitle: AddressSignature Guarantee: A. DELIVERY INSTRUCTIONS

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):_______________________________ (Please Print) Address:_______________________________ (Please Print) (Zip Code) (Tax Identification or Social Security Number): Address In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number Name of Account Party: DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Chase Manhattan U.S. Bank National Association, as Collateral Custodial Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: Institutional Trust Services TelecopyTel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President Re: Notes Due 2042 of Motorola▇▇▇▇▇▇▇ Controls, Inc. (the "“Company") --------------------------------------- ”). The undersigned hereby notifies you in accordance with Section 4.5(d5.03(d) of the Purchase Contract and Pledge Agreement, dated as of October 31March 16, 2001 2009 (the "Pledge “Agreement"”), among the Company, yourselvesCompany and you, as Collateral Agent, Securities Intermediary and Custodial Agent and First Union Trust CompanySecurities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the Holders holders of Normal Corporate Units and Stripped Treasury Units from time to time, that the undersigned elects to withdraw the $_____ $ aggregate principal amount of Separate Notes delivered to the Custodial Agent on ___________, 2004 you for remarketing Remarketing pursuant to Section 4.5(d) 5.03 of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Notes to the undersigned in accordance with the undersigned's ’s instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d5.03(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________ Signature:______________________________ : By: Name: Title: Signature Guarantee: U.S. Bank National Association, as Purchase Contract Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President Re: Corporate Units of ▇▇▇▇▇▇▇ Controls, Inc., a Wisconsin corporation (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.03(b)(iii) of the Purchase Contract and Pledge Agreement, dated as of March 16, 2009 (the “Purchase Contract and Pledge Agreement”; unless otherwise defined herein, terms defined in the Purchase Contract and Pledge Agreement are used herein as defined therein), among the Company and you, as Purchase Contract Agent, as attorney-in-fact for the Holders of the Corporate Units, Collateral Agent, Custodial Agent and Securities Intermediary, that such Holder has elected to pay to the Securities Intermediary for deposit in the Collateral Account, on or prior to 4:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary), $ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Holder’s Corporate Units with separate cash. Date: Signature Signature Guarantee: Please print name and address of Registered Holder: NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) U.S. Bank National Association, as Collateral Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President Re: Corporate Units of ▇▇▇▇▇▇▇ Controls, Inc., a Wisconsin corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of March 16, 2009 (the “Agreement”), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. We hereby notify you in accordance with Section 5.03(b)(iii) of the Agreement that the Holder of Corporate Units named below (the “Holder") has elected to settle the Purchase Contracts related to its Pledged Applicable Ownership Interests in Notes with $ of separate cash prior to 11:00 a.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.03(b)(iii) of the Agreement in lieu of exercise of such Holder’s Put Right, give us notice of the receipt of such payment and (A) promptly invest the separate cash received in Permitted Investments consistent with the instructions of the Company as provided in Section 5.03(a)(v) of the Agreement with respect to Cash Settlement, (B) promptly release from the Pledge the Notes underlying the Applicable Ownership Interest in Notes related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such Notes to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Date: , U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Units By: Name: Title: Authorized Signatory Please print name and address of Holder electing to settle with separate cash: Name: Social Security or other Taxpayer Identification Number, if anyany Address NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT (Settlement with Separate Cash) U.S. Bank National Association, as Purchase Contract Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Tel: Address: A. DELIVERY INSTRUCTIONS(▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President Re: Corporate Units of ▇▇▇▇▇▇▇ Controls, Inc. (the “Company”) Please refer to the Purchase Contract and Pledge Agreement dated as of March 16, 2009 (the “Agreement”), by and among you, the Company, and U.S. Bank National Association, as Collateral Agent, Custodial Agent and Securities Intermediary. Unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein. In accordance with Section 5.03(b)(iii) of the Agreement, we hereby notify you that as of 4:00 p.m. (New York City time) on the Business Day immediately preceding March 31, 2012 (the “Purchase Contract Settlement Date”), (i) we have received from $ in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate principal amount of $ of Notes underlying related Pledged Applicable Ownership Interests in Notes are to be released from the Pledge and Transferred to you. U.S. Bank National Association, as Securities Intermediary Dated: By: [ ] U.S. Bank National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President Ladies and Gentlemen: This Agreement is dated as of [•] (the “Agreement”) by and among ▇▇▇▇▇▇▇ Controls, Inc., a Wisconsin corporation (the “Company”), [ ], as the reset agent and the remarketing agent (the “Remarketing Agent”), and U.S. Bank National Association, a national banking association, not individually but solely as Purchase Contract Agent (the “Purchase Contract Agent”) and as attorney-in-fact of the holders of Purchase Contracts (as defined in the Purchase Contract and Pledge Agreement referred to below).

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes Debentures which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):_______________________________ ): (Please Print) Address:_______________________________ : (Please Print) (Zip Code) (Tax Identification or Social Security Number): In the event of a Failed Remarketing, Notes Debentures which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Chase Manhattan Bank as Collateral Agent ▇▇of New York Mellon Trust Company, N.A., ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ AttnAttention: Institutional Corporate Trust Services Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Administration Re: Notes 1.30% Junior Subordinated Debentures Due 2025 of MotorolaAmerican Electric Power Company, Inc. (the "“Company"”) --------------------------------------- The undersigned hereby notifies you in accordance with Section 4.5(d5.02(d) of the Purchase Contract and Pledge Agreement, dated as of October 31August 14, 2001 2020 (the "Pledge “Agreement"”), among the Company, yourselves, as Collateral Agent, Securities Intermediary Company and Custodial Agent and First Union The Bank of New York Mellon Trust Company, National AssociationN.A., as Purchase Contract Agent and as attorney-in-fact for the Holders holders of Normal Corporate Units and Stripped Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw the $_____ [ ] aggregate principal amount of Notes Separate Debentures delivered to the Custodial Agent on ___________, 2004 you for remarketing Remarketing pursuant to Section 4.5(d5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Notes Separate Debentures to the undersigned in accordance with person(s) and the undersigned's instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________ Signature:______________________________ Signature Guarantee: By: Name: Social Security or other Taxpayer Identification Number, if anyTitle: AddressSignature Guarantee: A. DELIVERY INSTRUCTIONS

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):_______________________________ (Please Print) ): Address:_______________________________ (Please Print) (Zip Code) (Tax Identification or Social Security Number): : In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Chase Manhattan Bank of New York Mellon Trust Company, N.A., as Collateral Agent ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ AttnAttention: Institutional Corporate Trust Services Administration Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Re: 1.90% Remarketable Subordinated Notes Due 2028 of MotorolaAnthem, Inc. (the "“Company"”) --------------------------------------- The undersigned hereby notifies you in accordance with Section 4.5(d5.02(d) of the Purchase Contract and Pledge Agreement, dated as of October 31May 12, 2001 2015 (the "Pledge “Agreement"”), among the Company, yourselves, as Collateral Agent, Securities Intermediary Company and Custodial Agent and First Union The Bank of New York Mellon Trust Company, National AssociationN.A., as Purchase Contract Agent and as attorney-in-fact for the Holders holders of Normal Corporate Units and Stripped Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw withdraw, other than during a Blackout Period, the $_____ [ ] aggregate principal amount of Separate Notes delivered to the Custodial Agent on ___________, 2004 you for remarketing Remarketing pursuant to Section 4.5(d5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Notes to the undersigned in accordance with person(s) and the undersigned's instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________ Signature:______________________________ Signature Guarantee: By: Name: Social Security or other Taxpayer Identification Number, if anyTitle: AddressSignature Guarantee: A. DELIVERY INSTRUCTIONS

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Senior Notes which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):_______________________________ (Please Print) Address:_______________________________ (Please Print) (Zip Code) Address (Tax Identification or Social Security Number): ) In the event of a Failed Remarketing, Senior Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Chase Manhattan U.S. Bank National Association, as Collateral Custodial Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: Institutional Trust Services TelecopyTel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President Re: 8% Senior Notes Due 2014 of MotorolaAutoliv, Inc. (the "“Company") --------------------------------------- ”). The undersigned hereby notifies you in accordance with Section 4.5(d5.03(d) of the Purchase Contract and Pledge Agreement, dated as of October 31March 30, 2001 2009 (the "Pledge “Agreement"”), among the Company, yourselvesCompany and you, as Collateral Agent, Securities Intermediary and Custodial Agent and First Union Trust CompanySecurities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the Holders holders of Normal Corporate Units and Stripped Treasury Units from time to time, that the undersigned elects to withdraw the $_____ $ aggregate principal amount of Separate Senior Notes delivered to the Custodial Agent on ___________, 2004 you for remarketing Remarketing pursuant to Section 4.5(d5.03(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Senior Notes to the undersigned in accordance with the undersigned's ’s instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d5.03(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________ Signature:______________________________ : By: Name: Title: Signature Guarantee: NameU.S. Bank National Association, as Purchase Contract Agent ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Tel: Social Security or other Taxpayer Identification Number, if any(▇▇▇) ▇▇▇-▇▇▇▇ Fax: Address: A. DELIVERY INSTRUCTIONS(▇▇▇) ▇▇▇-▇▇▇▇

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketingfailed final remarketing, Senior Notes which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s):) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a failed final remarketing, Senior Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. ___________________ DTC Account Number Name of Account Party:_________________________________ (Please Print) Address:_______________________________ (Please Print) (Zip Code) (Tax Identification or Social Security Number): In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number: EXHIBIT D G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING BNY Midwest Trust Company The Chase Manhattan Bank as Collateral Custodial Agent ▇▇▇ 2 North LaSalle Street, Suite 1020 Chicago, Illinois 60602 Attention: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Institutional Trust Services Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Re: Senior Notes of Motoroladue November 16, Inc. ▇▇▇▇ ▇▇ ▇▇▇ ▇▇ubb Corporation (the "CompanyCOMPANY") --------------------------------------- The undersigned hereby notifies you in accordance with Section 4.5(d5.07(c) of the Pledge Agreement, dated as of October 31December 2, 2001 2002 (the "Pledge AgreementPLEDGE AGREEMENT"), among the Company, yourselvesCompany and you, as Collateral Agent, Securities Intermediary and Custodial Agent and First Union Securities Intermediary, and Bank One Trust Company, National AssociationN.A., as Purchase Contract Warrant Agent and as attorney-in-fact for the Holders holders of Normal Units and Stripped Corporate Units from time to time, that the undersigned elects to withdraw the $_________ aggregate principal amount of Separate Senior Notes delivered to the Custodial Collateral Agent on ___________, 2004 200_ for remarketing pursuant to Section 4.5(d5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned's instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 4.5(d5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date:_______________________ Signature:______________________________ Signature Guarantee: Name: Social Security or other Taxpayer Identification Number, if any: Address: A. DELIVERY INSTRUCTIONS.