Common use of Deferrals of Interest Payment Dates Clause in Contracts

Deferrals of Interest Payment Dates. So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securities, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the Issuer Trust is required to give notice to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the that termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, further that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the an Issuer Trust, so long as any such Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Company that rank ranks pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCommon Stock, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, any Common Stock of any class or series of preferred stock or other property of the Company under any Rights Plan or the repurchase of any rights distributed pursuant to a Rights Plan, (c) payments under any Guarantee, and (d) purchases of Common Stock related to the issuance of Common Stock under any of the Company's benefit plans for its directors, officers or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockemployees). Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to the Issuer a Trust, so long as any such Securities are held by the Issuer such Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer such Trust would be payable but for such deferral, and deferral or (ii) the date on which the Property Trustee Administrative Trustees of the Issuer such Trust is are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So 34- If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension PeriodEXTENSION PERIOD") not to exceed the number of consecutive quarterly quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); providedPROVIDED, howeverHOWEVER, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided furtherPROVIDED FURTHER, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu PARI PASSU in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder shareholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu PARI PASSU with or junior to such stock). Prior to the that termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one -35- Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the an Issuer Trust, so long as any such Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company Corporation shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period), during which Extension Periods the Company shall Corporation shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company Corporation shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, however that during any such Extension Period, the Company Corporation shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company Corporation that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the CompanyCorporation's capital stock (or any capital stock of a Subsidiary of the CompanyCorporation) for any class or series of the CompanyCorporation's capital stock or of any class or series of the CompanyCorporation's indebtedness for any class or series of the CompanyCorporation's capital stock, (c) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company Corporation may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company Corporation may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 3.1. The Company Corporation shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the an Issuer Trust, so long as any such Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the CompanyCorporation's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "“Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which ”). During Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, provided however, ; that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's ’s capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Securities other than the Securities of such series) that rank ranks pari passu in all respects with, or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities of such series (other than than, with respect to the foregoing clauses (i) through (iii), (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital which includes common and preferred stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period), (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Planthe implementation of a stockholders’ rights plan, or the issuance of rights, stock or other property under any Rights Plansuch plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the SVB Guarantee related to the Preferred Securities issued by the SVB Trust holding Securities of such series, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefit plans for its directors, officers, employees or consultants) or (eiv) any dividend in redeem, purchase or acquire less than all of the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise Securities of such warrants, options series or other rights is any of the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)Preferred Securities. Prior to the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period, provided that no Event of Default has occurred and is continuing and provided further, that no such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities, to extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders Trustee, the Property Trustee and the Administrative Trustees of the SVB Trust holding Securities and the Trustee of such series notice of its election to begin of any such Extension Period (or an extension thereof) at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier earliest of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer such SVB Trust would be payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee of the Issuer Trust is Administrative Trustees are required to give notice to the New York Stock Exchange, the Nasdaq National Market or other applicable stock exchange or automated quotation system on which the Preferred Securities are then listed or quoted or to holders of such Preferred Securities of the record date or (iii) the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's ’s election to begin any such a new Extension Period to the Holders holders of the Outstanding SecuritiesSecurities of such series. There is no limitation on the number of times that the Company may elect to begin an Extension Period.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company Corporation shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period), during which Extension Periods the Company shall Corporation shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company Corporation shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, however that during any such Extension Period, the Company Corporation shall not (i) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Corporation that rank pari passu in all respects with or junior in interest to the Securities of such series, or (ii) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities stock (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the CompanyCorporation's capital stock (or any capital stock of a Subsidiary of the CompanyCorporation) for any class or series of the CompanyCorporation's capital stock or of any class or series of the CompanyCorporation's indebtedness for any class or series of the CompanyCorporation's capital stock, (c) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company Corporation may further defer the payment of interest, provided that no Event of Default has occurred and is continuing continuing, and provided furtherprovided, further that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company Corporation may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 3.1. The Company Corporation shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the an Issuer Trust, so long as any such Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the CompanyCorporation's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the such Securities, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company no interest shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Datebe due and payable. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock, ) or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu in all respects with or junior in interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities (other than (a) repurchasesdividends or distributions in shares of, redemptions or other acquisitions of options, warrants or rights to subscribe for or purchase shares of capital of, common stock of the Company in connection with Company, (b) any employment contract, benefit plan or other similar arrangement with or for the benefit declaration of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation or extension of a stockholders' rights plan, or the issuance of capital stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior Guarantee with respect to the applicable Extension Period, Preferred Securities relating to such Securities and (bd) as a result of an a reclassification of the Company's capital stock or the conversion or exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any another class or series of the Company's capital stock, ; (ce) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the Issuer Trust is required to give notice to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities.

Deferrals of Interest Payment Dates. (a) So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securities, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly interest periods that equal five years 20 consecutive quarterly periods with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities, including the Company's obligations associated with the Outstanding Preferred Securities (other than (aA) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (bB) as a result of a reclassification, an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (cC) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (dD) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (eE) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (ix) the next succeeding date on which Distributions (as defined in the Trust Agreement) on the Preferred Securities of the Issuer Trust would be payable but for such deferral, and (iiy) the date on which the Property Trustee of the Issuer Trust is required to give notice to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities.

Deferrals of Interest Payment Dates. So If specified as ----------------------------------- contemplated by SECTION 2.01 or SECTION 2.02 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by SECTION 2.01 (each each, an "Extension PeriodEXTENSION PERIOD") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Dateinterest payment date. No Extension Period shall end on a date other than an Interest Payment Dateinterest payment date or extend beyond the Stated Maturity or any earlier prepayment date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest or other interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities; and provided further, however, that, during . During any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital Capital Stock (which includes Common Stock and preferred stock, ) or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank on a parity with or junior to the Securities of such series or make any guarantee payments with respect to any DPL Guarantee or other guarantee by the Company that rank pari passu in all respects ranks on a parity with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions payable in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, Common Stock; (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, any Capital Stock of any class or series of preferred stock or other property of the Company under any Rights Plan, Plan or the redemption or repurchase of any rights distributed pursuant thereto, or to a Rights Plan; (ec) payments under any dividend in DPL Guarantee relating to the form of stock, warrants, options or other rights where Preferred Securities issued by the dividend stock or DPL Trust holding the stock issuable upon exercise Securities of such warrantsseries; and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, options officers, employees, consultants or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockadvisors). Prior to Before the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period; provided, provided that no Event of Default has occurred and is continuing and provided furtherhowever, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Dateany earlier prepayment date. Upon At any time following the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest or other interest then due on any Interest Payment Datedue, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a DPL Trust is the only registered holder of the Securities of a series at the time the Company elects to begin or extend an Extension Period, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The the Company shall give the Holders of the Securities written notice to such Property Trustee and the Trustee notice of its election to begin or extend any such Extension Period at least one five Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day Days prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred corresponding Capital Securities of the Issuer issued by such DPL Trust would be have been payable but for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee Administrative Trustees of the Issuer such DPL Trust is are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one five Business Day Days prior to such record date. The If the Property Trustee of a DPL Trust is not the only holder of the Securities of a series at the time the Company elects to begin or extend an Extension Period, the Company shall give the holders of such Securities and the Trustee written notice of its election to begin or extend such Extension Period at least ten Business Days prior to the earlier of (i) the next succeeding interest payment date or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any applicable self-regulatory organization or to holders of such Securities. An Administrative Trustee shall promptly give notice of the Company's election to begin any such or extend an Extension Period to the Holders holders of the Outstanding Securitiesoutstanding Preferred Securities of such DPL Trust.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Securities other than the Securities of such series) that rank ranks pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including FBS Guarantees other than the FBS Guarantee related to the Capital Securities issued by the FBS Trust holding Securities of such series) if such guarantee rank pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock distributions in Common Stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCompany, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Planthe implementation of a stockholders' rights plan, or the issuance of rights, stock or other property under any Rights Plan, such plan in the future or the redemption or repurchase of any such rights pursuant thereto, or (ec) any dividend in payments under the form of stock, warrants, options or other rights where FBS Guarantee related to the dividend stock or Capital Securities issued by the stock issuable upon exercise FBS Trust holding Securities of such warrantsseries, options and (d) purchases of Common Stock related to the issuance of Common Stock or other rights is under any of the same stock as that on which the dividend is being paid Company's benefit plans for its directors, officers or ranks pari passu with or junior to such stockemployees). Prior to the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period, provided that no Event of Default has occurred and is continuing and provided further, that no such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities, to extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders Trustee, the Property Trustee and the Administrative Trustees of the FBS Trust holding Securities and the Trustee of such series notice of its election to begin of any such Extension Period (or an extension thereof) at least one five Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day Days prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the Issuer such FBS Trust would be payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee Administrative Trustees of the Issuer such FBS Trust is are required to give notice to any automated quotation system or to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one five Business Day Days prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law)) to the Persons in whose names that Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Company that rank ranks pari passu in all respects with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (db) any declaration of a dividend in connection with any Rights Plan, or the issuance implementation of rights, stock or other property under any a Rights Plan, or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan, (c) payments under the Guarantee with respect to such Security, and (d) purchases of Common Stock related to the issuance of Common Stock or rights or options under any of the Company's benefit plans for its directors, officers, employees or other persons within the definition of "employee" for purposes of a registration of shares for an employee benefit plan of the Company, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan, or related to the issuance of Common Stock (eor securities convertible or exchangeable for Common Stock) any dividend as consideration in an acquisition transaction that was entered into prior to the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise commencement of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockExtension Period). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities of such series and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to the Issuer a Trust, so long as any such Securities are held by the Issuer such Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer such Trust would be payable but for such deferral, and deferral or (ii) the date on which the Property Trustee Administrative Trustees of the Issuer such Trust is are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder shareholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the that termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the an Issuer Trust, so long as any such Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company Corporation shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period), during which Extension Periods the Company shall Corporation shall, if so specified as contemplated by Section 3.1, have the right to make no or partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company Corporation shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, however that during any such Extension Period, the Company Corporation shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company Corporation that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the CompanyCorporation's capital stock (or any capital stock of a Subsidiary of the CompanyCorporation) for any class or series of the CompanyCorporation's capital stock or of any class or series of the CompanyCorporation's indebtedness for any class or series of the CompanyCorporation's capital stock, (c) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company Corporation may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided furtherprovided, however, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company Corporation may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 3.1. The Company Corporation shall give the Holders of the Securities of such series and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the an Issuer Trust, so long as any such Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the CompanyCorporation's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So long If specified as contemplated by Section 3.01 with respect to the Securities of a particular series, provided that no Event of Default has occurred and is continuingcontinuing with respect to the Securities, the Company shall have the right, at any time or from time to time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.01 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall may extend beyond the Stated Maturity of the principal of the these Securities; and provided further, however, that, during . During any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu in all respects with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest to the Securities of such series (other than (a) repurchasesdividends or distributions in common stock of the Company, redemptions (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or other the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the applicable U.S.B. Holding Co., Inc. Guarantee, (d) purchases or acquisitions of shares of capital stock of the Company Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock contractual obligation of the Company (other than a contractual obligation ranking pari passu with or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior junior to the applicable Extension Periodthese Securities, (be) as a result of an a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any another class or series of the Company's capital stock, or (cf) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period; provided, provided that no Event of Default has occurred and is continuing and provided furtherhowever, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities of such series and the Trustee and the Property Trustee notice of its election to begin any such Extension Period (or an extension thereof) at least one five Business Day Days prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any the Securities of a series issued to the Issuer a U.S.B.H. Capital Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which the Distributions on the Preferred Trust Securities of the Issuer such U.S.B.H. Capital Trust would be have been payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee Administrative Trustees of the Issuer such U.S.B.H. Capital Trust is are required to give notice to any automated quotation system or to holders of such Preferred Trust Securities of the record date or the date such Distributions are payable, but in any event not less than one five Business Day Days prior to such record date. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the Outstanding SecuritiesPeriod.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension PeriodEXTENSION PERIOD") not to exceed the number of consecutive quarterly quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); providedPROVIDED, howeverHOWEVER, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided furtherPROVIDED FURTHER, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu PARI PASSU in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder shareholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu PARI PASSU with or junior to such stock). Prior to the that termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the an Issuer Trust, so long as any such Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension PeriodEXTENSION PERIOD") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); providedPROVIDED, howeverHOWEVER, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided furtherPROVIDED, howeverFURTHER, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Securities other than the Securities of such series) that rank pari passu ranks PARI PASSU in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee rank PARI PASSU in all respects with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital which includes common and preferred stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period), (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance implementation of rights, stock or other property under any Rights Plana stockholders' rights plan, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the PCC Guarantee related to the Preferred Securities issued by the PCC Trust holding Securities of such series, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees) or (eiii) any dividend in redeem, purchase or acquire less than all of the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise Securities of such warrants, options series or other rights is any of the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)Preferred Securities. Prior to the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period, provided PROVIDED that no Event of Default has occurred and is continuing and provided further, that no such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities, to extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders Trustee, the Property Trustee and the Administrative Trustees of the PCC Trust holding Securities and the Trustee of such series notice of its election to begin of any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, (or an extension thereof) at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer such PCC Trust would be payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee of the Issuer Trust is Administrative Trustees are required to give notice to the New York Stock Exchange, the Nasdaq National Market or other applicable stock exchange or automated quotation system on which the Preferred Securities are then listed or quoted or to holders of such Preferred Securities of the record date or (iii) the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the holders of the Securities. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, however, that, that during any such Extension PeriodPeriod and until all accrued but unpaid interest is paid in full, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Company that rank ranks pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu in all respects with or junior in interest to the securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder shareholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's other indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with the implementation or amendment of the Company shareholders' rights plan (or any Rights Plansuccessor thereto), or the issuance of rights, stock or other property under any Rights Plansuch rights plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities and the Trustee Issuer Trustees notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to the Issuer a Citizens Trust, so long as any such Securities are held by the Issuer such Citizens Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the Issuer such Citizens Trust would be payable but for such deferral, and deferral or (ii) the date on which the Property Trustee of the Issuer such Citizens Trust is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. For purposes hereof, the Company's Senior Indebtedness shall not be deemed to be pari passu with the Securities. The Trustee Trustee, at the expense of the Company, shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So long If the Securities of a particular series are to be deposited as trust assets in a Fund American Trust and as specified by Section 301 with respect to the Securities of such series, provided that no Event of Default has occurred and is continuingcontinuing with respect to such Securities, the Company shall have the right, at any time or from time to time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional interest thereon accrued in a manner to be specified in Section 301 compounded in a manner to be specified in Section 301 from the relevant Interest thereonPayment Date, if any, at the rate specified for the Securities to the extent permitted by applicable law); , provided, however, that no Extension Period shall may extend beyond the Stated Maturity of the principal such Securities. During an Extension Period, interest will continue to accrue and Holders of the Securities; and provided further, however, that, during Securities will be required to accrue interest income for U.S. Federal income tax purposes. During any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stockstock (which includes the Common Stock and the Preferred Stock), or (ii) make any payment of principal of or interest principal, interest, or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including other Securities) that rank pari passu in all respects with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities of such series (other than (a) repurchasesdividends or distributions in Common Stock, redemptions (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or other the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the applicable Fund American Trust Guarantee, (d) purchases or acquisitions of shares of capital stock of the Company Common Stock in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock contractual obligation of the Company (other than a contractual obligation ranking pari passu with or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior junior to the applicable Extension Periodthese Securities), (be) as a result of an a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any another class or series of the Company's capital stock, or (cf) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period; PROVIDED, provided that no Event of Default has occurred and is continuing and provided furtherHOWEVER, that no Extension Period shall exceed the period specified number of specified consecutive periods or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities and the Trustee notice of its election to begin any such Extension Period (or an extension thereof) at least one three Business Day Days prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any the Securities of a series issued to the Issuer a Fund American Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date the distributions on which Distributions on the Common Securities and the Preferred Securities of the Issuer such Fund American Trust would be have been payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee regular trustees of the Issuer such Fund American Trust is are required to give notice to any automated quotation system or to holders of such the Common Securities and the Preferred Securities of the record date or the date such Distributions distributions are payable, but in any event not less than one three Business Day Days prior to such record date. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the Outstanding SecuritiesPeriod.

Deferrals of Interest Payment Dates. So long as no Event the Company shall not be in default in the payment of Default has occurred and is continuinginterest on the Securities, the Company shall have the right, at any time and from time to time during the term of the Securities, from time to time to defer the payment of interest on by extending the interest payment period of such Securities for a period not exceeding 10 consecutive semi-annual periods, including the first such semi-annual period or periods during such extension period (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period), during which Extension Periods no interest shall be due and payable; provided that no Extension Period may extend beyond the Company shall have the right to make partial payments of interest on any Interest Payment DateMaturity. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest Sums thereon, if any, at the rate specified for the Securities to the extent permitted by applicable law); provided, however, provided that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities; and provided further, however, that, during any such Extension Period, the Company shall not (i) shall not declare or pay any dividends or on, make distributions onwith respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, any of the Company's its capital stock except for dividends, payments or distributions payable in shares of its capital stock, reclassifications of its capital stock and conversions or exchanges of capital stock of one class or series into capital stock of another class or series and except for a redemption, purchase or other acquisition of shares of its capital stock made for the purpose of an employee incentive plan or benefit plan or other similar arrangement of the Company or any of its subsidiaries, (ii) shall not make any payment of interest, principal of or interest or premium, if any, on on, or repay, repurchase or redeem any debt securities of issued by the Company that rank pari passu in all respects with or junior in interest to the Securities (other than (a) repurchases, redemptions except by conversion into or other acquisitions of exchange for shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such its capital stock), and (iii) as consideration in an acquisition transaction entered into prior shall not make any guarantee payments with respect to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)foregoing. Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest (including interest on such interest) and any Additional Interest Sums then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. The Company may also pay on any Interest Payment Date all or any portion of the interest accrued during an Extension Period. No interest or Additional Interest Amounts and Additional Sums shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities Amounts and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior Additional Sums as and to the next succeeding Interest Payment Date on which interest on Securities would extent as may be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long specified as any such Securities are held contemplated by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer Trust would be payable but for such deferral, Sections 305 and (ii) the date on which the Property Trustee of the Issuer Trust is required to give notice to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities1104.

Deferrals of Interest Payment Dates. So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securities, from time to time to defer the payment of interest on such Securities Securities, at any time or from time to time, for such up to 20 consecutive quarterly interest payment periods with respect to each deferral period or periods (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank ranks pari passu in all respects with or junior in interest to the Securities or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks PARI PASSU in all respects with or junior in interest to the Securities (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital which includes common and preferred stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period), (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance implementation of rights, stock or other property under any Rights Plana stockholders' rights plan, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Guarantee, and (d) purchases of Common Stock related to the issuance of Common Stock or (e) rights under any dividend in of the form of stockCompany's benefit plans for its directors, warrants, options officers or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockemployees). Prior to the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period, provided that no Event of Default has occurred and is continuing and provided further, that no such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities, to extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of Trustee, the Securities Property Trustee and the Trustee Administrative Trustees notice of its election to begin of any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, (or an extension thereof) at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Trust Preferred Securities of the Issuer Trust would be payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee of the Issuer Trust is Administrative Trustees are required to give notice to the OTC Bulletin Board or other applicable stock exchange or automated quotation system on which the Trust Preferred Securities are then listed or quoted or to holders of such Trust Preferred Securities of the record date or (iii) the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the holders of the Securities. There is no limitation on the number of times that the Company may elect to begin an Extension Period prior to the Stated Maturity. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company Corporation shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period), during which Extension Periods the Company shall Corporation shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company Corporation shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, however that during any such Extension Period, the Company Corporation shall not (i) declare or pay any dividends or distributions on, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company Corporation that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the CompanyCorporation's capital stock (or any capital stock of a Subsidiary of the CompanyCorporation) for any class or series of the CompanyCorporation's capital stock or of any class or series of the CompanyCorporation's indebtedness for any class or series of the CompanyCorporation's capital stock, (c) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company Corporation may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company Corporation may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 3.1. The Company Corporation shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the an Issuer Trust, so long as any such Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the CompanyCorporation's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension PeriodEXTENSION PERIOD") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period), during which Extension Periods the Company shall shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); providedPROVIDED, howeverHOWEVER, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided furtherPROVIDED FURTHER, however, that, HOWEVER that during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu PARI PASSU in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu PARI PASSU with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, PROVIDED that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the an Issuer Trust, so long as any such Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable. Upon its receipt of such notice from the Company (unless the Company has already given such notice to the Holders of the Securities, but in any event not less than one Business Day prior to such record date. The as provided above), the Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law)) to the Persons in whose names that Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, that during any such Extension Period, the Company shall not not, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Company that rank that, in either case, ranks pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of distributions in the capital stock of the Company in connection with Company, (b) any employment contract, benefit plan or other similar arrangement with or for the benefit declaration of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan under a Rights Plan or in connection with the implementation of a Rights Plan, the issuance of capital stock of the Company under a Rights Plan or the redemption or repurchase of any rights distributed pursuant to a Rights Plan, (c) payments under any HL&P Guarantee, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan, or related to the issuance of Common Stock (or securities convertible into or exercisable exchangeable for such capital stockCommon Stock) as consideration in an acquisition transaction that was entered into prior to the applicable commencement of such Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to the Issuer an HL&P Trust, so long as any such Securities are held by the Issuer such HL&P Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Preference Securities of the Issuer such HL&P Trust would be payable but for such deferral, and deferral or (ii) the date on which the Property Trustee Administrative Trustees of the Issuer such HL&P Trust is are required to give notice to any securities exchange or other applicable self- regulatory organization or to holders of such Preferred Preference Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So long as no Debenture Event of Default has occurred and is continuing, the Company Corporation shall have the right, at any time during the term of the Securities, from time to time to defer the payment of interest on such the Securities for such a period or not exceeding 10 consecutive semi-annual periods (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date). No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company Corporation shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities or end on a date other than an Interest Payment Date; and provided further, however, that, however that during any such Extension Period, the Company Corporation and the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the CompanyCorporation's or the Guarantor's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company Corporation that rank pari passu in all respects with or junior in interest to the Securities or the Guarantees, respectively or (iii) make any guarantee payments with respect to any guarantee by the Corporation or the Guarantor if such guarantee ranks pari passu with or junior in interest to the Securities or the Guarantees (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company Corporation or the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors directors, consultants or consultantsindependent contractors, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company Corporation or the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the CompanyCorporation's or the Guarantor's capital stock (or any capital stock of a Subsidiary of the CompanyCorporation or the Guarantor) for any class or series of the CompanyCorporation's or the Guarantor's capital stock stock, respectively, or of any class or series of the CompanyCorporation's or the Guarantor's indebtedness for any class or series of the CompanyCorporation's or the Guarantor's capital stock, respectively, (c) the purchase of fractional interests in shares of the CompanyCorporation's or the Guarantor's capital stock stock, respectively, pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company Corporation may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period 10 consecutive semi-annual periods or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company Corporation may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest Interest, other than Additional Sums, shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company Corporation shall give the Holders of the Securities and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the record date for the next succeeding Interest Payment Date on which interest on the Securities would be payable but for such deferral or, with respect to any the Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the Issuer Trust is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred the Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the CompanyCorporation's election to begin any such Extension Period to the Holders of the Outstanding Securities.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company Corporation shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period), during which Extension Periods the Company shall Corporation shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest (including any Additional Interest) on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company Corporation shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series, to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, however that during any such Extension Period, the Company Corporation shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company Corporation that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the CompanyCorporation's capital stock (or any capital stock of a Subsidiary of the CompanyCorporation) for any class or series of the CompanyCorporation's capital stock or of any class or series of the CompanyCorporation's indebtedness for any class or series of the CompanyCorporation's capital stock, (c) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company Corporation may further defer the payment of interest, provided that no Event of Default has occurred and is continuing continuing, and provided further, further that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and (including any Additional Interest Interest) then due on any Interest Payment Date, the Company Corporation may elect to begin a new Extension Period, subject to the above conditions. No interest or (including any Additional Interest Interest) shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 3.1. The Company Corporation shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the an Issuer Trust, so long as any such Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the CompanyCorporation's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 301 with respect to the Debt Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Debt Securities for such period or periods as may be specified as contemplated by Section 301 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period), during which Extension Periods the Company shall shall, if so specified as contemplated by Section 301, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Debt Securities (together with Additional Interest thereon, if any, at the rate specified for the Debt Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesDebt Securities of such series; and provided further, however, that, however that during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Debt Securities of such series, or (ii) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Planrights plan, or the issuance of rights, stock or other property under any Rights Planrights plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend on common stock paid in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such common stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing continuing, and provided furtherprovided, further that no Extension Period shall exceed the period or periods specified in such Debt Securities, extend beyond the Stated Maturity of the principal of such Debt Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 301. The Company shall give the Holders of the Debt Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Debt Securities of such series would be payable but for such deferral or, with respect to any Debt Securities of a series issued to the an Issuer Trust, so long as any such Debt Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Trust Preferred Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to holders of such Trust Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesDebt Securities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the that termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the an Issuer Trust, so long as any such Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 201 or Section 301 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities and any Additional Amounts with respect thereto for such period or periods as may be specified as contemplated by Section 301 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period), during which Extension Periods the Company shall shall, if so specified as contemplated by Section 301, have the right to make no or partial payments of interest and any Additional Amounts with respect thereto on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable lawlaw and any Additional Amounts with respect thereto); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, however that during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided furtherprovided, however, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment DateDate and any Additional Amounts with respect thereto, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 301. The Company shall give the Holders of the Securities of such series and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the an Issuer Trust, so long as any such Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of the related series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCommon Stock, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, any Common Stock of any class or series of preferred stock or other property of the Company under any Rights PlanPlan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any PMI Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's or its subsidiaries' benefit plans for their directors, officers or employees and (e) any purchases of fractional interests of Common Stock in connection with a stock split, stock dividend in the form of stock, warrants, options or other rights where the dividend stock a similar reclassification or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockcombination). Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at subject to the end thereofabove requirements, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the Issuer PMI Trust, so long as any such Securities are held by the Issuer such PMI Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which the Distributions on the Preferred Capital Securities of the Issuer such PMI Trust would be have been payable but for such deferral, and (ii) the date on which the Property Trustee of the Issuer such PMI Trust is required to give notice to any applicable self- regulatory organization or to holders of such Preferred Capital Securities of the record date or and (iii) the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Securities other than the Securities of such series) that ranks pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee rank pari passu in all respects with or junior in interest to the Securities securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital which includes common and preferred stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period), (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance implementation of rights, stock or other property under any Rights Plana stockholders' rights plan, or the redemption or repurchase of any such rights pursuant thereto, or (ec) any dividend in payments under the form of stock, warrants, options or other rights where GBB Guarantee related to the dividend stock or Preferred Securities issued by the stock issuable upon exercise GBB Trust holding Securities of such warrantsseries, options and (d) purchases of Common Stock related to the issuance of Common Stock or other rights is under any of the same stock as that on which the dividend is being paid Company's benefit plans for its directors, officers or ranks pari passu with or junior to such stockemployees). Prior to the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period, provided that no Event of Default has occurred and is continuing and provided further, that no such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities, to extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders Trustee, the Property Trustee and the Administrative Trustees of the GBB Trust holding Securities and the Trustee of such series notice of its election to begin of any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, (or an extension thereof) at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer such GBB Trust would be payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee of the Issuer Trust is Administrative Trustees are required to give notice to the New York Stock Exchange, the Nasdaq National Market or other applicable stock exchange or automated quotation system on which the Preferred Securities are then listed or quoted or to holders of such Preferred Securities of the record date or (iii) the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the holders of the Junior Subordinated Debentures. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stockstock (other than as a result of a reclassification of such capital stock or the exchange or conversion of one class or series of capital stock for another class or series), or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to the foregoing (in each case other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCommon Stock, (b) as a result of an exchange redemption or conversion purchases of any class or series of rights pursuant to the Company's capital stock (1996 Rights Agreement, or any capital stock successor to such Rights Agreement, and the declaration thereunder of a Subsidiary dividend of rights in the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stockfuture, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchangedpayments under any Owenx Xxxrantee, and (d) any declaration of guarantee payments to the Company from a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockSubsidiary thereof). Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such an Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to the Issuer an Owenx Xxxning Trust, so long as any such Securities are held by the Issuer such Owenx Xxxning Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer such Owenx Xxxning Trust would be payable but for such deferral, and deferral or (ii) the date on which the Property Trustee Administrative Trustees of the Issuer such Owenx Xxxning Trust is are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each such period, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period), during which Extension Periods the Company shall have the right to make no payments or partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with any Additional Interest thereon, if any, thereon at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, stock or (ii) make any payment of principal of or any interest or premium, if any, premium on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, Plan or the redemption or repurchase of rights pursuant thereto, thereto or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided furtherprovided, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series initially issued to the Issuer a Trust, so long as any such Securities are held by the Issuer such Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer such Trust would be payable but for such deferral, deferral and (ii) the date on which the Property Trustee of the Issuer such Trust is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities.

Deferrals of Interest Payment Dates. So (1) If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (aA) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (bB) as a result of a reclassification, an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (cC) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (dD) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (eE) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (ia) the next succeeding date on which Distributions (as defined in the Trust Agreement) on the Preferred Capital Securities of the Issuer Trust would be payable but for such deferral, and (iib) the date on which the Property Trustee of the Issuer Trust is required to give notice to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities.

Deferrals of Interest Payment Dates. (a) So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securities, from time to time to defer the payment of interest on such Securities for such period or periods (each an "“Extension Period"”) not to exceed the number of consecutive quarterly interest periods that equal five years 20 consecutive quarterly periods with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's ’s capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities (other than (aA) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (bB) as a result of a reclassification, an exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stock, (cC) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (eD) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (ix) the next succeeding date on which Distributions (as defined in the Trust Agreement) on the Preferred Securities of the Issuer Trust would be payable but for such deferral, and (iiy) the date on which the Property Trustee of the Issuer Trust is required to give notice to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities.

Deferrals of Interest Payment Dates. So long If specified as no Event contemplated by Section 301 with respect to the Securities of Default has occurred and is continuinga particular series, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer extend the interest payment of interest on period for such Securities for such period or periods as may be specified as contemplated by Section 301 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At , and at the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities thereon (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to the foregoing (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital distributions in common stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCompany, (b) as a result of an exchange redemptions or conversion purchases of any class or series of rights pursuant to the Company's capital stock (Rights Plan, or any capital stock of a Subsidiary of successor to such Rights Plan, and the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend of such rights in connection with any Rights Planthe future, or the issuance of rights, stock or other property and (c) payments under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockHartford Guarantee). Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event such Extension Period together with all such previous and further extensions of Default has occurred and is continuing and provided further, that no such Extension Period shall not exceed the period or periods so specified in such Securities, or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Datedue, the Company may elect to begin select a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any selection of such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any the Securities of a series issued to the Issuer a Hartford Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which the Distributions on the Preferred Securities of the Issuer such Hartford Trust would be are payable but for such deferral, and or (ii) the date on which the Property Trustee Administrative Trustees of the Issuer such Hartford Trust is are required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period to the Holders of the Outstanding Securitiesoutstanding Securities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company Corporation shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period), during which Extension Periods the Company shall Corporation shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest (including any Additional Interest) on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company Corporation shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series, to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, however that during any such Extension Period, the Company Corporation shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company Corporation that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the CompanyCorporation's capital stock (or any capital stock of a Subsidiary of the CompanyCorporation) for any class or series of the CompanyCorporation's capital stock or of any class or series of the CompanyCorporation's indebtedness for any class or series of the CompanyCorporation's capital stock, (c) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company Corporation may further defer the payment of interest, provided that no Event of Default has occurred and is continuing continuing, and provided further, further that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and (including any Additional Interest Interest) then due on any Interest Payment Date, the Company Corporation may elect to begin a new Extension Period, subject to the above conditions. No interest or (including any Additional Interest Interest) shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 3.1. The Company Corporation shall give the Holders Property Trustee of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the an Issuer Trust, so long as any such Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior . The Property Trustee will give notice of the Corporation's election to such record datebegin a new Extension Period to the holders of the Capital Securities. The Trustee shall promptly give notice of the CompanyCorporation's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "“Extension Period"”) not to exceed the number of twenty consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall shall, if so specified as contemplated by Section 3.1, have the right to make no payments or partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's ’s capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series (in each case, other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit or incentive plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultantsconsultants of the Company or its Subsidiaries, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) issued as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stock, (c) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockstock or (f) payments by the Company under the Guarantee). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period and is not paid by the Company shall bear Additional InterestInterest as and to the extent specified by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the an Issuer Trust, so long as any such Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the record date on which for determining the Property Trustee of the Issuer Trust is required to give notice to holders of such Preferred Capital Securities of the record date or the date entitled to such Distributions are payable, but in any event not less than one Business Day prior to such record dateon the Capital Securities. The Trustee shall promptly give notice of the Company's ’s election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 301 with respect to the Debt Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Debt Securities for such period or periods as may be specified as contemplated by Section 301 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period), during which Extension Periods the Company shall shall, if so specified as contemplated by Section 301, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Debt Securities (together with Additional Interest thereon, if any, at the rate specified for the Debt Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesDebt Securities of such series; and provided further, howeverhowever that, thatunless otherwise specified as contemplated by Section 301, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Debt Securities of such series, or (ii) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange exchange, redemption or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary subsidiary of the Company) for any other class or series of the Company's capital stock stock, or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security securities being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) any payment by the Company under any Guarantee Agreement, or (ef) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing continuing, and provided furtherprovided, 39 further that no Extension Period shall exceed the period or periods specified in such Debt Securities, extend beyond the Stated Maturity of the principal of such Debt Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 301. The Company shall give the Holders of the Debt Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Debt Securities of such series would be payable but for such deferral or, with respect to any Debt Securities of a series issued to the an Issuer Trust, so long as any such Debt Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Trust Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to holders of such Preferred Capital Trust Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesDebt Securities of such series.

Deferrals of Interest Payment Dates. So long If specified as contemplated by Section 3.01 with respect to the Securities of a particular series, provided that no Event of Default has occurred and is continuingcontinuing with respect to such Securities, the Company shall have the right, at any time or from time to time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.01 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall may extend beyond the Stated Maturity of the principal of the these Securities; and provided further, however, that, during . During any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest principal, interest, or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu in all respects with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest to the Securities of such series (other than (a) repurchasesdividends or distributions in common stock of the Company, redemptions (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or other the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the applicable Company Guarantee, (d) purchases or acquisitions of shares of capital stock of the Company Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock contractual obligation of the Company (other than a contractual obligation ranking pari passu with or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior junior to the applicable Extension Periodthese Securities, (be) as a result of an a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any another class or series of the Company's capital stock, or (cf) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period; provided, provided that no Event of Default has occurred and is continuing and provided furtherhowever, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities Trustee and the Property Trustee notice of its election to begin any such Extension Period (or an extension thereof) at least one three Business Day Days prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any the Securities of a series issued to the Issuer a Southern Financial Capital Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which the Distributions on the Preferred Trust Securities of the Issuer such Southern Financial Capital Trust would be have been payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee of the Issuer Administrative Trustees or such Southern Financial Capital Trust is are required to give notice to any automated quotation system or to holders of such Preferred Trust Securities of the record date or the date such Distributions are payable, but in any event not less than one three Business Day Days prior to such record date. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the Outstanding SecuritiesPeriod.

Deferrals of Interest Payment Dates. So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securities, from time to time to defer the payment of interest on such Securities Securities, at any time or from time to time, for such up to 20 consecutive quarterly interest payment periods with respect to each deferral period or periods (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu ranks PARI PASSU in all respects with or junior in interest to the Securities or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks PARI PASSU in all respects with or junior in interest to the Securities (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital which includes common and preferred stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period), (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance implementation of rights, stock or other property under any Rights Plana stockholders' rights plan, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Guarantee, and (d) purchases of Common Stock related to the issuance of Common Stock or (e) rights under any dividend in of the form of stockCompany's benefit plans for its directors, warrants, options officers or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockemployees). Prior to the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period, provided that no Event of Default has occurred and is continuing and provided further, that no such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities, to extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of Trustee, the Securities Property Trustee and the Trustee Administrative Trustees notice of its election to begin of any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, (or an extension thereof) at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Trust Preferred Securities of the Issuer Trust would be payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee of the Issuer Trust is Administrative Trustees are required to give notice to the OTC Bulletin Board or other applicable stock exchange or automated quotation system on which the Trust Preferred Securities are then listed or quoted or to holders of such Trust Preferred Securities of the record date 30 or (iii) the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the holders of the Securities. There is no limitation on the number of times that the Company may elect to begin an Extension Period prior to the Stated Maturity. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities.

Deferrals of Interest Payment Dates. So long as no Event of Default has occurred and is continuing, the The Company shall have the right, at any time during the term of the SecuritiesDebentures, so long as no Debenture Event of Default has occurred and is continuing, from time to time to defer extend the interest payment of interest on such Securities period for such period or periods (each an "Extension Period") not the Debentures for up to exceed the number of 20 consecutive quarterly periods that equal five years quarters with respect to each Extension Perioddeferral period (each, an "EXTENSION PERIOD") during which Extension Periods periods the Company shall have the right to not make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At , and at the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities thereon (together with Additional Interest thereon, if any, at the rate specified for the Securities Debentures, to the extent permitted by applicable law); provided, howeverPROVIDED, HOWEVER, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (ia) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, stock or (iib) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank pari passu in all respects PARI PASSU with or junior in interest to the Securities Debentures (other than (ai) repurchasesany dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including capital stock) that rank PARI PASSU with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (ii) redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit purchases of any one or more employees, officers, directors or consultants, in connection with rights pursuant to a stockholder rights agreement and the declaration of a dividend reinvestment of such rights or stockholder stock purchase plan or in connection with the issuance of capital preferred stock under such stockholder rights agreement in the future, (iii) payments under the Guarantee, (iv) purchases of Common Stock related to the issuance of Common Stock under any of the Company (Company's benefit plans for its directors, officers or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Periodemployees, (bv) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series reclassification of the Company's capital stock or the exchange or conversion of any one series or class or series of the Company's indebtedness for any class or series of the Company's capital stock, stock for another series or class of the Company's capital stock and (cvi) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided PROVIDED that no Event of Default has occurred and is continuing and provided further, that no such Extension Period shall exceed the period 20 consecutive quarters or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateDebentures. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Datedue, the Company may elect to begin select a new Extension Period, subject to the above conditionsrequirements. No interest or interest, including Additional Interest Interest, if any, shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of Trustee, the Securities Property Trustee and the Trustee Administrative Trustees written notice of its election to begin any selection of such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding record date on which Distributions for the date the distributions on the Preferred Securities of the Issuer Trust (or if no, Preferred Securities are outstanding, for the date interest on the Debentures) would be have been payable but except for the election to begin such deferral, Extension Period and (ii) the date on which the Property Trustee of (or, if no Preferred Securities are outstanding, the Issuer Trust Trustee) is required to give notice to NYSE or other applicable self-regulatory organization or to holders of such Preferred Securities (or, if no Preferred Securities are outstanding, to the Holders of the such Debentures) of such record date or the date such Distributions are payabledate, but in any event not less than one Business Day prior to such record date. Such notice shall specify the period selected. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period to the Holders of the Outstanding outstanding Debentures and Preferred Securities.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company Corporation shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period), during which Extension Periods the Company shall Corporation shall, if so specified as contemplated by Section 3.1, have the right to make no or partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company Corporation shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, that during any such Extension Period, the Company Corporation shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company Corporation that rank pari passu in all respects with or junior in interest to the Securities of such series (other than for each of (i) and (ii) (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) repurchases, redemptions or other acquisitions as a result of an exchange or conversion of any class or series of the CompanyCorporation's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the Issuer Trust is required to give notice to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities.

Deferrals of Interest Payment Dates. So long If specified as no Event contemplated by Section 3.1 with respect to the Securities of Default has occurred and is continuinga particular series, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to any Guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital common stock of the Company (b) redemptions or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior purchases of any rights pursuant to the applicable Extension PeriodCompany's Rights Plan, or any successor to such Rights Plan, and the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (bc) as a result payments under any Liberty Guarantee), and (d) purchases of an exchange or conversion Common Stock related to the issuance of Common Stock under any class or series of the Company's capital stock (benefit plans for its directors, officers or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)employees. Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any the Securities of a series issued to the Issuer a Liberty Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which the Distributions on the Preferred Securities of the Issuer such Liberty Trust would be are payable but for such deferral, and or (ii) the date on which the Property Trustee Administrative Trustees of the Issuer such Liberty Trust is are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securitiesoutstanding Securities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to ---------------- exceed the number of consecutive quarterly quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall shall, if so specified as contemplated by Section 3.1, have the right to make no payments or partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit or incentive plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockstock or (f) payments by the Company under the Guarantee). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent specified by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the an Issuer Trust, so long as any such Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the record date on which for determining the Property Trustee of the Issuer Trust is required to give notice to holders of such Preferred Capital Securities of the record date or the date entitled to such Distributions are payable, but in any event not less than one Business Day prior to such record dateon the Capital Securities. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time right during the term of the Securities, from time to time such series to defer the payment of interest on such Securities Securities, at any time and from time to time, for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date). No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series, compounded quarterly, to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, howeverthat at any time while an Extension Period is in effect and (i) the Company shortens the Stated Maturity of the principal of such Securities to end before the last day of such Extension Period, thatthen the Extension Period will be deemed to end on the Stated Maturity or (ii) the Company elects to redeem all Outstanding Securities of such Securities before the last day of such Extension Period, then the Extension Period will be deemed to end on such Redemption Date; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects ranks on a parity with or junior in interest right of payment to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks on a parity with or junior in right of payment to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the a form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon the exercise of such the warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu on parity with or junior in right of payment to such stock), (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Xxxxxx Trust Guarantee related to the Capital Securities issued by the Xxxxxx Trust holding Securities of such series, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees) or (iv) redeem, purchase or acquire less than all of the Securities of such series or any of such Capital Securities. Prior to the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period, provided that no Event of Default has occurred and is continuing and provided further, that no such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities, to extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders Trustee and the Property Trustee and the Administrative Trustees of the Xxxxxx Trust holding Securities and the Trustee of such series notice of its election to begin of any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, (or an extension thereof) at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of such Xxxxxx Trust or the Issuer Trust interest on such Securities would be payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Administrative Trustees are or the Trustee of the Issuer Trust is required to give notice to the New York Stock Exchange or any applicable stock exchange or automated quotation system on which the Capital Securities or the Securities are then listed or quoted or to holders of such Preferred Capital Securities or such Securities of the record date or (iii) the date such Distributions are interest is payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such or extend an Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series. There is no limitation on the number of times that the Company may elect to begin or extend an Extension Period.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Company that rank ranks pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu in all respects with or junior in interest to the securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder shareholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's other indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with the implementation or amendment of the Company shareholders' rights plan (or any Rights Plansuccessor thereto), or the issuance of rights, stock or other property under any Rights Plansuch rights plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities and the Trustee Issuer Trustees notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to the Issuer a KeyCorp Trust, so long as any such Securities are held by the Issuer such KeyCorp Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the Issuer such KeyCorp Trust would be payable but for such deferral, and deferral or (ii) the date on which the Property Trustee of the Issuer such KeyCorp Trust is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. For purposes hereof, neither the Company's Senior Debt nor its Senior Subordinated Debt shall be deemed to be pari passu with the Securities. The Trustee Trustee, at the expense of the Company, shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company Corporation shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period), during which Extension Periods the Company shall Corporation shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest (including any Additional Interest) on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company Corporation shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series, to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, however that during any such Extension Period, the Company Corporation shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company Corporation that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the Issuer Trust is required to give notice to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities.the

Deferrals of Interest Payment Dates. (a) So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securities, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly interest periods that equal five years 20 consecutive quarterly periods with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities, including the Company's obligations associated with the Preferred Securities or (iii) redeem, purchase or acquire less than all of the Securities or any of the Preferred Securities (other than (aA) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Periodplan, (bB) as a result of a reclassification, an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (cC) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (dD) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (eE) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securitiestwenty (20) consecutive quarterly periods, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (ix) the next succeeding date on which Distributions (as defined in the Trust Agreement) on the Preferred Securities of the Issuer Trust would be payable but for such deferral, and (iiy) the date on which the Property Trustee of the Issuer Trust is required to give notice to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities.

Deferrals of Interest Payment Dates. So (a) If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly interest periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series, [if applicable, insert - including the Company's obligations associated with the Outstanding Capital Securities] (other than (aA) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (bB) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (cC) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (dD) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (eE) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the Issuer Trust is required to give notice to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities.being

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including other Securities) that rank pari passu in all respects with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company payments in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, securities junior in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior interest to the applicable Extension PeriodSecurity, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, any Common Stock of any class or series of preferred stock or other property of the Company under any Rights Plan, Plan in the future or the redemption or repurchase of any rights pursuant thereto, (c) payments under any USF&G Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees, (e) payments made on any dividend in series of Securities upon the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise stated maturity of such warrantsSecurities and (f) payments of accrued dividends (and cash in lieu of fractional shares) upon conversion into common stock of any convertible preferred stock of the Company of any series now or hereinafter outstanding, options or other rights is in accordance with the same stock as that on which the dividend is being paid or ranks pari passu with or junior to terms of such stock.). Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities Property Trustee and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which the Distributions on the Preferred Capital Securities of the Issuer such USF&G Trust would be have been payable but except for the election to begin such deferral, and Extension Period or (ii) the date on which the Property Trustee of the Issuer such USF&G Trust is required to give notice to any applicable self-regulatory organization or to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. For purposes hereof, the Company's Senior Debt shall not be deemed to be pari passu with the Securities. The Trustee Trustee, at the expense of the Company, shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 301 with respect to the Debt Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Debt Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall shall, if so specified as contemplated by Section 301, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Debt Securities (together with Additional Interest thereon, if any, at the rate specified for the Debt Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesDebt Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Debt Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, consultants or in connection with a dividend reinvestment or stockholder shareholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Periodplan, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's then outstanding indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in the form of capital stock in connection with any Rights Plan, or the issuance of rights, rights to capital stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Debt Securities, extend beyond the Stated Maturity of the principal of such Debt Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 301. The Company shall give the Holders of the Debt Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Debt Securities of such series would be payable but for such deferral or, with respect to any Debt Securities of a series issued to the Issuer a Trust, so long as any such Debt Securities are held by the Issuer such Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Trust Preferred Securities of the Issuer such Trust would be payable but for such deferral, deferral and (ii) the date on which the Property Trustee of the Issuer such Trust is required to give notice to holders of such Trust Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesDebt Securities of such series.] [Section 313. Right to Set-off. With respect to the Debt Securities of a series initially issued to a Trust, notwithstanding anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required to make in respect of any such Debt Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee relating to such Debt Security or to a holder of Trust Preferred Securities pursuant to an action undertaken under Section 808 of this Indenture.]

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series including the Company's obligations associated with the Outstanding Capital Securities (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the that termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the an Issuer Trust, so long as any such Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.2 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company Corporation shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension PeriodEXTENSION PERIOD") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period), during which Extension Periods the Company shall Corporation shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest (including any Additional Interest) on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company Corporation shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series, to the extent permitted by applicable law); providedPROVIDED, howeverHOWEVER, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided furtherPROVIDED FURTHER, however, that, HOWEVER that during any such Extension Period, the Company Corporation shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company Corporation that rank pari passu PARI PASSU in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company Corporation or satisfaction of obligations under any contract or security, in connection with any employment contract, stock option plans, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, or in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Periodplan, (b) as a result of an exchange or conversion of any class or series of the CompanyCorporation's capital stock (or any capital stock of a Subsidiary of the CompanyCorporation) for any class or series of the CompanyCorporation's capital stock or of any class or series of the CompanyCorporation's indebtedness debt for any class or series of the CompanyCorporation's capital stock, (c) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchangedexchanged or any agreements relating thereto, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu PARI PASSU with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and (including any Additional Interest Interest) then due on any Interest Payment Date, the Company Corporation may elect to begin a new Extension Period, subject to the above conditions. No interest or (including any Additional Interest Interest) shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 3.1. The Company Corporation shall give the Holders Property Trustee of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the an Issuer Trust, so long as any such Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior . The Property Trustee will give notice of the Corporation's election to such record datebegin a new Extension Period to the holders of the Capital Securities. The Trustee shall promptly give notice of the CompanyCorporation's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as ------------------------------------ contemplated by Section 2.01 or Section 3.01 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.01 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the ---------------- Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law)) to the Persons in whose names such Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall extend -------- ------- beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, that during any such Extension Period, the Company shall not, ---------------- and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Company that rank ranks pari ---- passu in all respects with or junior in interest to the Securities of such series or (iii) make ----- any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu ---- ----- with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (db) any declaration of a dividend in connection with any Rights Plan, or the issuance implementation of rights, stock or other property under any a Rights Plan, or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan, (c) payments under the Guarantee with respect to such Security, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan, or related to the issuance of Common Stock (eor securities convertible or exchangeable for Common Stock) any dividend as consideration in an acquisition transaction that was entered into prior to the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise commencement of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockExtension Period). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give notify the Property Trustee, the Administrative Trustees, the Trustee and if the Property Trustee is not the sole Holder of the Securities of such series, the Holders of the Securities and the Trustee notice of such Series, of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Trust Securities of the Issuer such Trust would be payable but for such deferral, and in the absence of the deferral election; (ii) the date on which the Property Trustee Administrative Trustees of the Issuer such Trust is are required to give notice to holders of such any securities exchange or quotation system on which the Preferred Securities of such Trust are then listed or quoted or to the record date or the date such Distributions are payable, but in any event not less than Holders of Securities; and (iii) one Business Day prior to such record date. The Trustee shall promptly give notice notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to ---------------- exceed the number of consecutive quarterly quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall shall, if so specified as contemplated by Section 3.1, have the right to make no payments or partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit or incentive plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultantsconsultants of the Company or its Subsidiaries, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockstock or (f) payments by the Company under the Guarantee). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent specified by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the an Issuer Trust, so long as any such Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the record date on which for determining the Property Trustee of the Issuer Trust is required to give notice to holders of such Preferred Capital Securities of the record date or the date entitled to such Distributions are payable, but in any event not less than one Business Day prior to such record dateon the Capital Securities. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company Corporation shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period), during which Extension Periods the Company shall Corporation shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company Corporation shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, however that during any such Extension Period, the Company Corporation shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company Corporation that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the CompanyCorporation's capital stock (or any capital stock of a Subsidiary of the CompanyCorporation) for any class or series of the CompanyCorporation's capital stock or of any class or series of the CompanyCorporation's indebtedness for any class or series of the CompanyCorporation's capital stock, (c) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company Corporation may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company Corporation may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 3.1. The Company Corporation shall give the Holders of the Securities of such series and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the an Issuer Trust, so long as any such Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the CompanyCorporation's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension PeriodEXTENSION PERIOD") not to exceed the number of consecutive quarterly quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); providedPROVIDED, howeverHOWEVER, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided furtherPROVIDED FURTHER, howeverHOWEVER, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu PARI PASSU in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder shareholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu PARI PASSU with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided PROVIDED that no Event of Default has occurred and is continuing and provided furtherPROVIDED FURTHER, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the an Issuer Trust, so long as any such Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, ,if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as maybe specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the an Issuer Trust, so long as any such Securities securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to any Securities exchange or other applicable self-regulatory organization or to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities.

Deferrals of Interest Payment Dates. (a) So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securities, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly interest periods that equal five years 20 consecutive quarterly periods with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities (other than (aA) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (bB) as a result of a reclassification, an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (cC) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (eD) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the Issuer Trust is required to give notice to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities.Upon

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the such Securities, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company no interest shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Datebe due and payable. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock, ) or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) repurchasesdividends or distributions in shares of, redemptions or other acquisitions of options, warrants or rights to subscribe for or purchase shares of capital of, common stock of the Company in connection with Company, (b) any employment contract, benefit plan or other similar arrangement with or for the benefit declaration of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any such plan in the future, or the redemption or repurchase of the Company (or securities convertible into or exercisable for any such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Periodrights pursuant thereto, (bc) payments under any Guarantee and (d) as a result of an a reclassification of the Company's capital stock or the exchange or the conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any another class or series of the Company's capital stock, ; (ce) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion or exchange provisions of such capital stock or the security being converted exchanged or exchanged, converted; and (df) any declaration purchases of a dividend in connection with any Rights Plan, or common stock related to the issuance of rights, common stock or other property rights under any Rights Planof the Company's benefit plans for its directors, officers or employees or any of the redemption or repurchase of rights pursuant thereto, or (e) any Company's dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockreinvestment plans). Prior to Before the termination of any such Extension Period, the Company may further defer the payment payments of interestinterest by further extending such period, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, but each installment the Company shall give written notice to the Administrative Trustees of interest that would otherwise have been due such Trust, the Property Trustee of such Trust and payable during the Trustee of its selection of such Extension Period shall bear Additional Interest(or an extension thereof) at least five Business Days before the earlier of (i) the date on which distributions on the Trust Securities issued by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record date. The If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its election to begin any selection of such Extension Period at least one 10 Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to Days before the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer Trust would be payable but for such deferralInterest Payment Date, and or (ii) the date on which the Property Trustee of the Issuer Trust Company is required to give notice to holders of such Preferred Securities of the record or payment date or of such interest payment to any national securities exchange. There is no limitation on the date such Distributions are payable, but in any event not less than one Business Day prior number of times that the Company may elect to such record datebegin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So long as no Event of Default has occurred and is continuing, the The Company shall ----------------------------------- have the right, at any time during the term of the SecuritiesDebentures, from time to time to defer extend the interest payment of interest on such Securities period for such the Debentures for up to [20 consecutive quarters] with respect to each deferral period or periods (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods periods the Company shall have the right to not make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At , and at the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities thereon (together with Additional Interest thereon, if any, at the rate specified for the Securities Debentures to the extent permitted by applicable law); , provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities; and provided further, however, that, during any such Extension Period, the Company shall not (ia) declare or pay any dividends or dividend on, make distributions onwith respect to, or redeem, purchase, acquire purchase or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities its Common Stock (other than (ai) repurchases, redemptions purchases or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or Common Stock in connection with the issuance of capital stock of satisfaction by the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Periodof its obligations under any employee benefit plan, (bii) as a result of an a reclassification of the Company's Common Stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) Common Stock for any another class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stockCommon Stock, (ciii) the purchase of fractional interests in shares of the Company's capital stock Common Stock pursuant to the conversion or exchange provisions of such capital stock Common Stock of the Company or the security being converted or exchanged, exchanged or (div) any declaration purchases or acquisitions of a dividend shares of Common Stock to be used in connection with acquisitions of Common Stock by shareholders pursuant to the Company's dividend reinvestment plan) or make any Rights Planguarantee payments with respect to the foregoing and (b) the Company shall not make any payment of principal or premium, or the issuance of rightsif any, stock or other property under any Rights Plan, or the redemption on or repurchase of rights pursuant thereto, or any debt securities (eincluding guarantees) any dividend in other than at stated maturity issued by the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on Company which the dividend is being paid or ranks rank pari passu with or junior to such stock)the Debentures. Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period [20 consecutive quarters] or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateDebentures. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Datedue, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, Period except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of Trustee[, the Securities Property Trustee and the Trustee Administrative Trustees (as defined in the Trust Agreement)] notice of its election to begin any such selection of an Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding record date on which Distributions for the date [the distributions on the Preferred Securities of (or if no Preferred Securities are outstanding, for the Issuer Trust date] interest on the Debentures[)] would be have been payable but except for the election to begin such deferral, Extension Period and (ii) the date on which the [Property Trustee of (or if no Preferred Securities are outstanding, the Issuer Trust Debenture] Trustee[)] is required to give notice to the NYSE or other applicable self- regulatory organizations or[ to holders of such Preferred Securities (or, if no Preferred Securities are outstanding,] to the holders of such Debentures[)] of the record date date. Such notice shall specify the period selected. The Company, or the date such Distributions are payableTrustee at the request of the Company, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period to the Holders of the Outstanding Securitiesoutstanding Debentures.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1, but up to not less than 20 consecutive quarters (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Securities other than the Securities of such series) that rank ranks pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including National City Guarantees other than the National City Guarantee related to the Capital Securities issued by the National City Trust holding Securities of such series) if such guarantee rank pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock distributions in Common Stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCompany, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Planthe implementation of a stockholders' rights plan, or the issuance of rights, stock or other property under any Rights Plan, such plan in the future or the redemption or repurchase of any such rights pursuant thereto, or (ec) any dividend in payments under the form of stock, warrants, options or other rights where National City Guarantee related to the dividend stock or Capital Securities issued by the stock issuable upon exercise National City Trust holding Securities of such warrantsseries, options and (d) purchases of Common Stock related to the issuance of Common Stock or other rights is under any of the same stock as that on which the dividend is being paid Company's benefit plans for its directors, officers or ranks pari passu with or junior to such stockemployees). Prior to the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period, provided that no Event of Default has occurred and is continuing and provided further, that no such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities, to extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders Trustee, the Property Trustee and the Administrative Trustees of the National City Trust holding Securities and the Trustee of such series notice of its election to begin of any such Extension Period (or an extension thereof) at least one five Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day Days prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the Issuer such National City Trust would be payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee Administrative Trustees of the Issuer such National City Trust is are required to give notice to any automated quotation system or to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one five Business Day Days prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the SecuritiesDebentures, from time to time to defer the payment of interest on such Securities the Debentures for such up to 20 consecutive quarterly interest payment periods with respect to each deferral period or periods (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period), during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities Debentures (together with Additional Interest thereon, if any, at the rate specified for the Securities of _____%, to the extent permitted by applicable law)) to the Persons in whose names the Debentures are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesDebentures; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or of, premium, if any, or interest on or repay, repurchase or redeem any debt securities security of the Company that rank ranks pari passu in all respects with or junior in interest to the Securities Debentures or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the Debentures (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (db) any declaration of a dividend in connection with any Rights Plan, or the issuance implementation of rights, stock or other property under any a Rights Plan, or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan, (c) payments under the Guarantee with respect to such Debenture and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan or related to the issuance of Common Stock (eor securities convertible or exchangeable for Common Stock) any dividend as consideration in an acquisition transaction that was entered into prior to the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise commencement of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockExtension Period). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the Issuer Trust is required to give notice to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities.,

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.01 or Section 2.02 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 2.01 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Dateinterest payment date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Sums, Additional Interest, Compounded Interest and Special Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to any Bear Xxxxxxx Guarantee or other guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of distributions in capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, Company; (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, capital stock or other property of the Company under any Rights Plan, or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan; (c) payments under any Bear Xxxxxxx Guarantee (as defined herein and in the Existing Indenture); (d) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees; and (e) any dividend in payments of interest pursuant to the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockEPICS Loan Agreement). Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Sums, Additional Interest, Compounded Interest and Special Interest then due on any Interest Payment Dateinterest payment date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders holders of the Securities of such series and the Trustee notice of its election to begin or extend any such Extension Period at least one five Business Day Days prior to the next succeeding Interest Payment Date interest payment date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to the Issuer Trust, a Bear Xxxxxxx Trust so long as any such Securities are held by the Issuer Trust, at least one Business Day such Bear Xxxxxxx Trust prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer such Bear Xxxxxxx Trust would be payable but for such deferral, and or (ii) the date on which the Property Trustee of the Issuer such Bear Xxxxxxx Trust is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one five Business Day Days prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders holders of the Outstanding Securitiesoutstanding Securities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including other Securities) that rank pari passu in all respects with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the securities of such series, (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company payments in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, securities junior in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior interest to the applicable Extension PeriodSecurity, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, any Common Stock of any class or series of preferred stock or other property of the Company under any Rights Plan, Plan in the future or the redemption or repurchase of any rights pursuant thereto, (c) payments under any USF&G Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees, (e) payments made on any dividend in series of Securities upon the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise stated maturity of such warrantsSecurities and (f) payments of accrued dividends (and cash in lieu of fractional shares) upon conversion into common stock of any convertible preferred stock of the Company of any series now or hereinafter outstanding, options or other rights is in accordance with the same stock as that on which the dividend is being paid or ranks pari passu with or junior to terms of such stock.). Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities Property Trustee and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which the Distributions on the Preferred Capital Securities of the Issuer such USF&G Trust would be have been payable but except for the election to begin such deferral, and Extension Period or (ii) the date on which the Property Trustee of the Issuer such USF&G Trust is required to give notice to any applicable self-regulatory organization or to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. For purposes hereof, the Company's Senior Debt shall not be deemed to be pari passu with the Securities. The Trustee Trustee, at the expense of the Company, shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 301 with respect to the Debt Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Debt Securities for such period or periods as may be specified as contemplated by Section 301 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period), during which Extension Periods the Company shall shall, if so specified as contemplated by Section 301, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Debt Securities (together with Additional Interest thereon, if any, at the rate specified for the Debt Securities of such series to the extent permitted by applicable law); providedPROVIDED, howeverHOWEVER, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesDebt Securities of such series; and provided furtherPROVIDED FURTHER, howeverHOWEVER that, thatunless otherwise specified as contemplated by Section 301, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu PARI PASSU in all respects with or junior in interest to the Debt Securities of such series (except for any partial payments of interest with respect to and permitted under the Debt Securities of such series), or (ii) declare or pay any dividends or distributions, or redeem, purchase, acquire or make a liquidation payment on, any of the Company's capital stock (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors directors, consultants or consultantsindependent contractors, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange exchange, redemption or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary subsidiary of the Company) for any other class or series of the Company's capital stock stock, or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security securities being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) any payment by the Company under any Guarantee Agreement, or (ef) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu PARI PASSU with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided PROVIDED that no Event of Default has occurred and is continuing continuing, and provided furtherPROVIDED, FURTHER that no Extension Period shall exceed the period or periods specified in such Securities, Debt Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateDebt Securities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension PeriodPeriod (except for any partial payments of interest with respect to and permitted under the Debt Securities of such series), except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 301. The Company shall give the Holders of the Debt Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Debt Securities of such series would be payable but for such deferral or, with respect to any Debt Securities of a series issued to the an Issuer Trust, so long as any such Debt Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Trust Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to holders of such Preferred Capital Trust Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesDebt Securities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments or no payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law)) to the Persons in whose names such Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior to such Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the such Securities (other than (a) repurchasesdividends or distributions in Common Stock of the company or warrants, redemptions options or other acquisitions rights where the Company's Common Stock is issuable upon exercise thereof, (b) payments under the Guarantee with respect to such Security, (c) any declaration of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a Rights Plan, or the issuance of capital stock under any such Rights Plan in the future, or the redemption or repurchase of the Company (or securities convertible into or exercisable for any such capital stock) as consideration in an acquisition transaction entered into prior rights pursuant to the applicable Extension Perioda Rights Plan, (bd) as a result of an exchange or conversion (x) of any class or series of the Company's capital stock (or any capital stock of a Subsidiary subsidiary of the Company) for any class or series of the Company's capital stock or (y) of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (ce) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (df) any declaration purchases of a dividend in connection with any Rights Plan, or Common Stock related to the issuance of rights, stock Common Stock or other property rights under any Rights Planemployment agreement, benefit plan or similar agreement for the redemption directors, officers, employees and consultants of the Company and its subsidiaries, related to the issuance of Common Stock or repurchase rights under a dividend reinvestment and stock purchase plan or related to the issuance of rights pursuant thereto, Common Stock (or (esecurities convertible into or exchangeable for Common Stock) any dividend as consideration in an acquisition transaction that was entered into prior to the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise commencement of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)Extension Period. Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities of such series and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the record date for the next succeeding Interest Payment Date on which interest on Securities would be payable but for of such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer Trust series would be payable but for such deferral, and (ii) the date on which the Property Trustee of the Issuer Trust is required to give notice to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee Trustee, upon receipt of notice thereof from the Company, shall promptly give notice notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension PeriodPeriod ") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with with. respect to, any of the Company's capital stock, or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCommon Stock, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, any Common Stock of any class or series of preferred stock or other property of the Company under any Rights Plan, Plan in the future or the redemption or repurchase of any rights pursuant thereto, (c) payments under any BankAmerica Guarantee, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's (eor its subsidiaries') any dividend in the form of stockbenefit plans for their directors, warrants, options officers or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockemployees). Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to the Issuer a BankAmerica Trust, so long as any such Securities are held by the Issuer such BankAmerica Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer such BankAmerica Trust would be payable but for such deferral, and deferral or (ii) the date on which the Property Trustee Administrative Trustees of the Issuer such BankAmerica Trust is are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. For purposes hereof, neither the Company's Senior Debt nor its Senior Subordinated Debt shall be deemed to be pari passu with the Securities. The Trustee Trustee, at the expense of the Company, shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for up to 20 consecutive quarterly periods or such other period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Securities other than the Securities of such series) that rank ranks pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including ASBC Guarantees other than the ASBC Guarantee related to the Capital Securities issued by the ASBC Trust holding Securities of such series) if such guarantee rank pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCommon Stock, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Planthe implementation of a stockholders' rights plan, or the issuance of rights, stock or other property under any Rights Plan, such plan in the future or the redemption or repurchase of any such rights pursuant thereto, or (ec) any dividend in payments under the form of stock, warrants, options or other rights where ASBC Guarantee related to the dividend stock or Capital Securities issued by the stock issuable upon exercise ASBC Trust holding Securities of such warrantsseries, options and (d) purchases of Common Stock related to the issuance of Common Stock or other rights is under any of the same stock as that on which the dividend is being paid Company's benefit plans for its directors, officers or ranks pari passu with or junior to such stockemployees). Prior to the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period, provided that no Event of Default has occurred and is continuing and provided further, that no such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities, to extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders Trustee, the Property Trustee and the Administrative Trustees of the ASBC Trust holding Securities and the Trustee of such series notice of its election to begin of any such Extension Period (or an extension thereof) at least one five Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day Days prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Securities of the Issuer such ASBC Trust would be payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee Administrative Trustees of the Issuer such ASBC Trust is are required to give notice to any automated quotation system or to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one five Business Day Days prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 201 or Section 301 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Company that ranks pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu in all respects with or junior in interest to the Securities securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the any applicable Extension Period, (b) as a result of an any exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Planstockholder's rights plan, or the issuance of rights, stock or other property under any Rights Planstockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 301. The Company shall give the Holders of the Securities and the Trustee prior written notice of its election to begin any such Extension Period as specified pursuant to Section 301 at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to the Issuer a UnumProvident Trust, so long as any such Securities are held by the Issuer such UnumProvident Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer such UnumProvident Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the Issuer such UnumProvident Trust is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee Trustee, at the expense of the Company, shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 301 with respect to the Debt Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Debt Securities for such period or periods as may be specified as contemplated by Section 301 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period), during which Extension Periods the Company shall shall, if so specified as contemplated by Section 301, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Debt Securities (together with Additional Interest thereon, if any, at the rate specified for the Debt Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesDebt Securities of such series; and provided further, howeverhowever that, thatunless otherwise specified as contemplated by Section 301, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Debt Securities of such series, or (ii) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange exchange, redemption or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary subsidiary of the Company) for any other class or series of the Company's capital stock stock, or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security securities being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) any payment by the Company under any Guarantee Agreement, or (ef) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)]. Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing continuing, and provided furtherprovided, further that no Extension Period shall exceed the period or periods specified in such Debt Securities, extend beyond the Stated Maturity of the principal of such Debt Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional InterestInterest as and to the extent as may be specified as contemplated by Section 301. The Company shall give the Holders of the Debt Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Debt Securities of such series would be payable but for such deferral or, with respect to any Debt Securities of a series issued to the an Issuer Trust, so long as any such Debt Securities are held by the such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Capital Trust Securities of the such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the such Issuer Trust is required to give notice to holders of such Preferred Capital Trust Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesDebt Securities of such series.

Deferrals of Interest Payment Dates. So long as no Event of Default has occurred and is continuing, the The Company shall have the right, at any time during the term of the SecuritiesDebentures, so long as no Event of Default has occurred and is continuing, from time to time to defer extend the interest payment of interest on such Securities period for such the Debentures for up to 20 consecutive quarters with respect to each deferral period or periods (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods periods the Company shall have the right to not make partial payments of interest (including any Liquidated Damages) on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At , and at the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities thereon (together with Additional Interest thereon, if any, at the rate specified for the Securities Debentures to the extent permitted by applicable law); , provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (ia) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, stock or (iib) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank pari passu in all respects with or junior in interest to the Securities Debentures (other than (ai) repurchasesany dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (ii) redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit purchases of any one rights pursuant to the Company's Shareholders Rights Plan, or more employeesany successor to such Shareholders Rights Plan, officers, directors or consultants, in connection with and the declaration of a dividend reinvestment of such rights or stockholder stock purchase plan or in connection with the issuance of capital preferred stock under such plans in the future, (iii) payments under the Guarantee, (iv) purchases of Common Stock related to the issuance of Common Stock under any of the Company (Company's benefit plans for its directors, officers or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Periodemployees, (bv) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series reclassification of the Company's capital stock or the exchange or conversion of any one series or class or series of the Company's indebtedness for any class or series of the Company's capital stock, stock for another series or class of the Company's capital stock and (cvi) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no such Extension Period shall exceed the period 20 consecutive quarters or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateDebentures. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Datedue, the Company may elect to begin select a new Extension Period, subject to the above conditionsrequirements. No interest or including Additional Interest and Liquidated Damages, if any, shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of Trustee, the Securities Property Trustee and the Trustee Administrative Trustees notice of its election to begin any selection of such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding record date on which Distributions for the date the distributions on the Preferred Securities of the Issuer Trust (or if no, Preferred Securities are outstanding, for the date interest on the Debentures) would be have been payable but except for the election to begin such deferral, Extension Period and (ii) the date on which the Property Trustee of (or, if no 44 Preferred Securities are outstanding, the Issuer Trust Trustee) is required to give notice to NYSE or other applicable self-regulatory organization or to holders of such Preferred Securities (or, if no Preferred Securities are outstanding, to the holders of the such Debentures) of such record date or the date such Distributions are payabledate, but in any event not less than one Business Day prior to such record date. Such notice shall specify the period selected. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period to the Holders of the Outstanding Securitiesoutstanding Debentures.

Deferrals of Interest Payment Dates. So long as no Event of Default has occurred and is continuing, the The Company shall have the right, at any time during the term of the SecuritiesDebentures, so long as no Event of Default has occurred and is continuing, from time to time to defer extend the interest payment of interest on such Securities period for such the Debentures for up to 20 consecutive quarters with respect to each deferral period or periods (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods periods the Company shall have the right to not make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At , and at the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities thereon (together with Additional Interest thereon, if any, at the rate specified for the Securities Debentures, to the extent permitted by applicable law); , provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (ia) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, stock or (iib) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank pari passu in all respects with or junior in interest to the Securities Debentures (other than (ai) repurchasesany dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (ii) redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit purchases of any one or more employees, officers, directors or consultants, in connection with rights pursuant to any Rights Agreement and the declaration of a dividend reinvestment of such rights or stockholder stock purchase plan or in connection with the issuance of capital preferred stock under such plans in the future, (iii) payments under the Guarantee, (iv) purchases of Company Common Stock related to the issuance of Company Common Stock under any of the Company (Company's benefit plans for its directors, officers or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Periodemployees, (bv) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series reclassification of the Company's capital stock or the exchange or conversion of any one series or class or series of the Company's indebtedness for any class or series of the Company's capital stock, stock for another series or class of the Company's capital stock and (cvi) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no such Extension Period shall exceed the period 20 consecutive quarters or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateDebentures. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Datedue, the Company may elect to begin select a new Extension Period, subject to the above conditionsrequirements. No interest or interest, including Additional Interest Interest, if any, shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of Trustee, the Securities Property Trustee and the Trustee Administrative Trustees written notice of its election to begin any selection of such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding record date on which Distributions for the date the distributions on the Preferred Securities of the Issuer Trust (or if no, Preferred Securities are outstanding, for the date interest on the Debentures) would be have been payable but except for the election to begin such deferral, Extension Period and (ii) the date on which the Property Trustee of (or, if no Preferred Securities are outstanding, the Issuer Trust Trustee) is required to give notice to NYSE or other applicable self-regulatory organization or to holders of such Preferred Securities (or, if no Preferred Securities are outstanding, to the Holders of the such Debentures) of such record date or the date such Distributions are payabledate, but in any event not less than one Business Day prior to such record date. The Trustee Such notice shall promptly give notice of specify the Company's election to begin any such Extension Period to the Holders of the Outstanding Securitiesperiod selected.

Deferrals of Interest Payment Dates. So If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securitiessuch series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the SecuritiesSecurities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCommon Stock, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, any Common Stock of any class or series of preferred stock or other property of the Company under any Rights Plan, Plan in the future or the redemption or repurchase of any rights pursuant thereto, (c) payments under any BankAmerica Guarantee, and (d) purchases of Common Stock related to the issuance of Common Stock or (e) rights under any dividend in of the form of stockCompany's benefit plans for its directors, warrants, options officers or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockemployees). Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to the Issuer a BankAmerica Trust, so long as any such Securities are held by the Issuer such BankAmerica Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer such BankAmerica Trust would be payable but for such deferral, and deferral or (ii) the date on which the Property Trustee Administrative Trustees of the Issuer such BankAmerica Trust is are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. For purposes hereof, neither the Company's Senior Debt nor its Senior Subordinated Debt shall be deemed to be pari passu with the Securities. The Trustee Trustee, at the expense of the Company, shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding SecuritiesSecurities of such series.