Common use of Extension of Interest Payment Period Clause in Contracts

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) shall be due and payable. No Extension Period may 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 Debentures (together with Additional Interest thereon); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, the Company shall not and shall not permit any Affiliate 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 or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (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 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 any 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 stockholders' rights plan, or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee). Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. 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 to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend such Extension Period at least 5 Business Days prior to the earlier of (i) the date interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) shall be due and payable. No Extension Period may 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 Debentures (together with Additional Interest thereon); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, the Company shall not and shall not permit any Affiliate 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 or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (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 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 any 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 stockholders' rights plan, or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee). Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. 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 to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend such Extension Period at least 5 Business Days prior to the earlier of regular record date (ias such term is used in Section 2.8) immediately preceding the date Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record datePeriod. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the The Company shall have the rightright at any time, and from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 consecutive quarterly periods (each such extended defer payments of interest by extending the interest payment periodperiod of such Debentures for a period not extending, an in the aggregate, beyond the Maturity Date of the Debentures (the "Extension Extended Interest Payment Period"), during which Extension Extended Interest Payment Period no interest (including Additional Interest) shall be due and payable. No Extension Period may end on a date other than an To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 4.1, will bear interest thereon at the rate of ___% until February 15, 2001, and at the Reset Rate thereafter compounded quarterly for each quarter of the Extended Interest Payment DatePeriod ("Compounded Interest"). At the end of any such Extension Period the Extended Interest Payment Period, the Company shall pay all interest then accrued and unpaid on the Debentures, including any expenses and taxes of the Trust set forth in Section 5.1 hereof and Compounded Interest (together, "Deferred Interest") that shall be payable to the Holders of the Debentures (together with Additional in whose names the Debentures are registered in the Security Register on the first record date after the end of the Extended Interest thereon)Payment Period; provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Extended Interest Payment Period, (a) the Company shall not and shall not permit any Affiliate to (i) declare or pay dividends on or make any dividends or distributions ondistribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's or such Affiliate's its capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) purchases or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with the satisfaction by the Company of its obligations under any employment contract, employee or agent benefit plan plans or other similar arrangement with the satisfaction by the Company of its obligations pursuant to any contract or for security outstanding on the benefit date of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock such event requiring the Company to 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, (bii) as a result of any 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 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 Company capital stock, (ciii) 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, (div) dividends or distributions in capital stock of the Company (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or repurchases of any rights outstanding under a shareholder rights plan and the declaration thereunder of a dividend of rights in connection the future), (b) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company that rank junior to the Debentures, and (c) the Company shall not make any guarantee payments with any stockholders' rights plan, respect to the foregoing (other than payments pursuant to the Guarantee or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Common Securities Guarantee). Prior to the termination of any Extension Extended Interest Payment Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity DateDate of the Debentures. Upon the termination of any Extension Extended Interest Payment Period and upon the payment of all accrued and unpaid interest and Additional InterestDeferred Interest then due, the Company may commence a new Extension Extended Interest Payment Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Extended Interest Payment 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 the Company, at its option, may prepay on any Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin Payment Date all or extend such Extension Period at least 5 Business Days prior to the earlier of (i) the date interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record date. The Trustee shall give notice portion of the Company's election to begin a new Extension Period to interest accrued during the Securityholdersthen elapsed portion of an Extended Interest Payment Period.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) shall be due and payable. No Extension Period may 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 Debentures (together with Additional Interest thereon); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, the Company shall not and shall not permit any Affiliate 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 or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (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 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 any 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 stockholders' stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders' stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee). Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. 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 to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend such Extension Period at least 5 Business Days prior to the earlier of (i) the date interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuingNotwithstanding anything contained herein or in the Indenture to the contrary, the Company shall have the rightright at any time, and from time to time, and without causing an Event during the term of Default, the Securities to defer payments of interest on the Debentures by extending the interest payment period on to the Debentures at any time and from time to time during the term of the Debentures, for up to next Interest Payment Date by one or more quarterly periods not exceeding 20 consecutive quarterly periods quarters (each such extended interest payment period, an "Extension Period"), during which Extension Period but no interest (including Additional Interest) shall be due and payable. No such Extension Period may end on a date other than an Interest Payment Dateextend beyond July 26, 2045. At the end of any such Extension Period Period, the Company shall pay all interest then accrued and unpaid on the Debentures (including any Additional Sum, as hereinafter defined) together with Additional Interest thereoninterest thereon compounded quarterly at the rate specified for the Securities to the extent permitted by applicable law ("Compound Interest"); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, (a) the Company shall not and shall not permit any Affiliate to (i) declare or pay dividends on, make any dividends or distributions ondistribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, to any of its Capital Stock (other than (i) purchases or acquisitions of shares of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (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 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 (of its obligations under any employee benefit plans or securities convertible into the satisfaction by the Company of its obligation pursuant to any contract or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior security requiring it to the applicable Extension Periodpurchase shares of its Common Stock, (bii) as a result of any 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) Capital 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 stockits Capital Stock, (ciii) the purchase of fractional interests in shares of the Company's capital stock Capital Stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock Capital Stock or the security being converted or exchangedexchanged and (iv) redemptions or purchases pursuant to the Company's Rights Agreement dated as of May 11, 1999, as amended, between the Company and Xxxxx Fargo Bank Minnesota, N.A. as successor in interest to ChaseMellon Shareholder Services, LLC (the "Rights Agreement")), (db) the Company shall not make any declaration payment of a dividend in connection with any stockholders' rights planprincipal, premium, if any, or interest on or repay, repurchase or redeem any debt securities issued by the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 Company that on which the dividend is being paid or ranks rank pari passu with or junior to such stock the Securities and (c) the Company shall not make any cash guarantee payments in lieu with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee Agreement, dated as of fractional shares July 26, 2005, of the Company (the "Preferred Guarantee") with respect to the 6.750% Trust Originated Preferred Securities (the "Preferred Securities") issued in connection therewithby X. X. Xxxxxxx Capital Trust II (the "Trust"), or the Common Securities Guarantee Agreement, dated as of July 26, 2005, of the Company (fthe "Common Guarantee" and together with the Preferred Guarantee, the "Guarantees") payments under with respect to the 6.750% Trust Originated Common Securities (the "Common Securities" and together with the Preferred Securities, the "Trust Securities") issued by the Trust and the Common Securities Guarantee Agreement, dated as of December 20, 1996 (the "Common Securities Guarantee Agreement"), and the Capital Securities GuaranteeGuarantee Agreement, dated as of June 6, 1997 with respect to the 8.197% Capital Securities) (the "Capital Securities Guarantee Agreement")). Prior to the termination of any such Extension Period, the Company may further extend defer payments of interest by extending the interest payment period; provided, however, that, such periodExtension Period, provided that such period together with including all such previous and further consecutive extensions thereof shall extensions, may not exceed 20 consecutive quarterly periods, quarters or extend beyond the Maturity DateStated Maturity. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interestamounts then due, the Company may commence a new Extension Period, subject to the foregoing requirementsterms set forth in this section. No interest or Additional Interest shall be due and payable during an any Extension Period, except at the end thereof, but each installment the Company may prepay at any time all or any portion of the interest that would otherwise have been due accrued during an Extension Period. If the Property Trustee (as defined in the Amended and payable during such Extension Period Restated Trust Agreement of X. X. Xxxxxxx Capital Trust II, dated as of July 26, 2005 (the "Trust Agreement")) shall bear Additional Interest to be the extent permitted by applicable law. The sole holder of the Securities, the Company must shall give the Administrative Trustees (as defined in the Trust Agreement), the Property Trustee (as defined in the Trust Agreement) and the Trustee notice of its election selection of such Extension Period one Business Day prior to begin the earlier of (i) the date distributions on the Preferred Securities are payable or extend (ii) the date the Administrative Trustees are required to give notice of the record date or the date such distribution is payable to the New York Stock Exchange (or other applicable self-regulatory organization) or to holders of the Preferred Securities, but in any event at least one Business Day before such record date. If the Property Trustee shall not be the sole holder of the Securities, the Company shall give the holders of the Securities notice of its selection of such Extension Period at least 5 10 Business Days prior to the earlier of (i) the date interest on the Debentures would have been payable except for the election to begin or extend such Extension Period Interest Payment Date or (ii) the date such interest upon which the Company is payable, but in any event not less than 5 Business Days prior required to such record date. The Trustee shall give notice of the Company's election record or payment date of such interest payment to begin a new the New York Stock Exchange (or other applicable self-regulatory organization) or to holders of the Securities. The quarter in which any notice is given pursuant to this Section 2.5 shall be counted as one of the 20 quarters permitted in the maximum Extension Period to the Securityholderspermitted hereunder.

Extension of Interest Payment Period. So long as no Event of ------------------------------------ Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest ---------------- (including Additional Interest) shall be due and payable. No Extension Period may 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 Debentures (together with Additional Interest thereon); provided, however, -------- ------- that no Extension Period may extend beyond the Maturity Date; provided further, -------- ------- however, that during any such Extension Period, the Company shall not and shall ------- not permit any Affiliate 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 or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (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 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 any 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 stockholders' rights plan, or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee). Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. 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 to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend such Extension Period at least 5 Business Days prior to the earlier of (i) the date interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures Debt Securities by extending the interest payment period on the Debentures Debt Securities at any time and from time to time during the term of the DebenturesDebt Securities, for up to 20 10 consecutive quarterly semi-annual periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) shall be due and payable. No Extension Period may 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 Debentures Debt Securities (together with Additional Interest thereon); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, the Company shall not and shall not permit any Affiliate 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 or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures Debt Securities (other than, with respect to clauses (i) or (ii) above, (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 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 any 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 stockholders' stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders' stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee). Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 10 consecutive quarterly semi-annual periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. 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 to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend such Extension Period at least 5 Business Days prior to the earlier of (i) the date interest on the Debentures Debt Securities would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) shall be due and payable. No Extension Period may 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 Debentures (together with Additional Interest thereon); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, the Company shall not and shall not permit any Affiliate 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 or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (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 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 any 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 stockholders' rights plan, or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee). Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. 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 to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend such an Extension Period at least 5 Business Days prior to the earlier of regular record date (ias such term is used in Section 2.8) immediately preceding the date Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the SecurityholdersPeriod.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) shall be due and payable. No Extension Period may 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 Debentures (together with Additional Interest thereon); provided, however, that no Extension Period may extend beyond the Community Bancorp/Indenture/Floating Rate Maturity Date; provided further, however, that during any such Extension Period, the Company shall not and shall not permit any Affiliate 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 or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (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 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 any 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 stockholders' rights plan, or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee). Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. 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 to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend such an Extension Period at least 5 Business Days prior to the earlier of regular record date (ias such term is used in Section 2.8) immediately preceding the date Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record datePeriod. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuingNotwithstanding anything contained herein or in the Indenture to the contrary, the Company shall have the rightright at any time, and from time to time, and without causing an Event during the term of Default, the Securities to defer payments of interest on the Debentures by extending the interest payment period on to the Debentures at any time and from time to time during the term of the Debentures, for up to next Interest Payment Date by one or more quarterly periods not exceeding 20 consecutive quarterly periods quarters (each such extended interest payment period, an "Extension Period"), during which Extension Period but no interest (including Additional Interest) shall be due and payable. No such Extension Period may end on a extend beyond , 20 , or such other date other than an Interest Payment Dateto which the Stated Maturity may have been shortened or extended pursuant to Section 2.6. At the end of any such Extension Period Period, the Company shall pay all interest then accrued and unpaid on the Debentures (including any Additional Interest, as hereinafter defined) together with Additional Interest thereoninterest thereon compounded quarterly at the rate specified for the Securities to the extent permitted by applicable law ("Compound Interest"); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, (a) the Company shall not and shall not permit any Affiliate to (i) declare or pay dividends on, make any dividends or distributions ondistribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, to any of the Company's or such Affiliate's its capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) purchases or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital the Company's common stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of 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 satisfaction by the Company (of its obligations under any employee benefit plans or securities convertible into the satisfaction by the Company of its obligation pursuant to any contract or exercisable for such capital security requiring it to purchase shares of its common stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (bii) as a result of any 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 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 its capital stock, (ciii) the purchase of fractional interests in shares of the Company's capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (div) redemptions or purchases pursuant to the Company's Rights Agreement, dated August 7, 1995, between the Company and The Bank of New York as successor to AmSouth Bank), (b) the Company shall not make any declaration payment of a dividend in connection with any stockholders' rights planprincipal, premium, if any, or interest on or repay, repurchase or redeem any debt securities issued by the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 Company that on which the dividend is being paid or ranks rank pari passu with or junior to such stock the Securities and (c) the Company shall not make any cash guarantee payments in lieu of fractional shares issued in connection therewith, or with respect to the foregoing (f) payments under other than pursuant to the Capital Preferred Securities Guarantee, dated as of , 20 of the Company (the "Guarantee") with respect to the % Trust Originated Preferred Securities (the "Preferred Securities") issued by PLC Capital Trust VI ("PLC Capital"), the Common Securities Guarantee, dated as of , 20 of the Company (the "Common Guarantee," and together with the Guarantee, the "Guarantees") with respect to the % Trust Originated Common Securities (the "Common Securities," and together with the Preferred Securities, the "Trust Securities") issued by PLC Capital, the Preferred Securities Guarantee Agreement, dated as of , 20 , of the Company, with respect to the % Trust Originated Preferred Securities of PLC Capital Trust V and the Common Securities Guarantee Agreement, dated as of , 20 , of the Company, with respect to the % Trust Originated Common Securities of PLC Capital Trust V, the Preferred Securities Guarantee dated as of August 22, 2001 of the Company (the "Series D Preferred Guarantee") with respect to the 71/2% Trust Originated Preferred Securities Series D of PLC Capital Trust III and the Common Securities Guarantee, dated as of August 22, 2001 of the Company (the "Series D Common Guarantee") with respect to the 71/2% Trust Originated Common Securities of PLC Capital Trust III and the Preferred Securities Guarantee, dated as of September 25, 2002 of the Company (the "Series E Preferred Guarantee") with respect to the 71/4% Trust Originated Preferred Securities Series E of PLC Capital Trust IV, and the Common Securities Guarantee dated as of September 25, 2002 of the Company (the "Series E Common Guarantee") with respect to the 71/4% Trust Originated Common Securities of PLC Capital Trust IV. Prior to the termination of any such Extension Period, the Company may further extend defer payments of interest by extending the interest payment period; provided, however, that, such periodExtension Period, provided that such period together with including all such previous and further consecutive extensions thereof shall extensions, may not exceed 20 consecutive quarterly periods, quarters or extend beyond the Maturity DateStated Maturity. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interestamounts then due, the Company may commence a new Extension Period, subject to the foregoing requirementsterms set forth in this section. No interest or Additional Interest shall be due and payable during an any Extension Period, except at the end thereof, but each installment the Company may prepay at any time all or any portion of the interest that would otherwise have been due accrued during an Extension Period. If the Institutional Trustee (as defined in the Amended and payable during Restated Declaration of Trust of PLC Capital, dated as of , 20 (the "Declaration of Trust")) shall be the sole holder of the Securities, the Company shall give the Regular Trustees (as defined in the Declaration of Trust) and the Institutional Trustee (as defined in the Declaration of Trust), notice of its selection of such Extension Period shall bear Additional Interest one Business Day prior to the extent permitted by earlier of (i) the date distributions on the Preferred Securities are payable or (ii) the date the Regular Trustees are required to give notice of the record date or the date such distribution is payable to the New York Stock Exchange (or other applicable lawself-regulatory organization) or to holders of the Preferred Securities, but in any event at least one Business Day before such record date. The If the Institutional Trustee shall not be the sole holder of the Securities, the Company must shall give the Trustee holders of the Securities notice of its election to begin or extend selection of such Extension Period at least 5 10 Business Days prior to the earlier of (i) the date interest on the Debentures would have been payable except for the election to begin or extend such Extension Period Interest Payment Date or (ii) the date such interest upon which the Company is payable, but in any event not less than 5 Business Days prior required to such record date. The Trustee shall give notice of the Company's election record or payment date of such interest payment to begin a new the New York Stock Exchange (or other applicable self-regulatory organization) or to holders of the Securities. The quarter in which any notice is given pursuant to this Section 2.5 shall be counted as one of the 20 quarters permitted in the maximum Extension Period to the Securityholderspermitted hereunder.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) shall be due and payable. No Extension Period may 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 Debentures (together with Additional Interest thereon); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, the Company shall not and shall not permit any Affiliate 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 or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (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 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 any 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 stockholders' rights plan, or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee). Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. 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 to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend such Extension Period at least 5 Business Days prior to the earlier of (i) the date interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.. Center Bancorp, Inc./Indenture/Floating Rate

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuingNotwithstanding anything contained herein or in the Indenture to the contrary, the Company shall have the rightright at any time, and from time to time, and without causing an Event during the term of Default, the Securities to defer payments of interest on the Debentures by extending the interest payment period on to the Debentures at any time and from time to time during the term of the Debentures, for up to next Interest Payment Date by one or more quarterly periods not exceeding 20 consecutive quarterly periods quarters (each such extended interest payment period, an "Extension Period"), during which Extension Period but no interest (including Additional Interest) shall be due and payable. No such Extension Period may end on a extend beyond __________, 20__, or such other date other than an Interest Payment Dateto which the Stated Maturity may have been shortened or extended pursuant to Section 2.6. At the end of any such Extension Period Period, the Company shall pay all interest then accrued and unpaid on the Debentures (including any Additional Interest, as hereinafter defined) together with Additional Interest thereoninterest thereon compounded quarterly at the rate specified for the Securities to the extent permitted by applicable law ("Compound Interest"); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, (a) the Company shall not and shall not permit any Affiliate to (i) declare or pay dividends on, make any dividends or distributions ondistribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, to any of the Company's or such Affiliate's its capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) purchases or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital the Company's common stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of 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 satisfaction by the Company (of its obligations under any employee benefit plans or securities convertible into the satisfaction by the Company of its obligation pursuant to any contract or exercisable for such capital security requiring it to purchase shares of its common stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (bii) as a result of any 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 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 its capital stock, (ciii) the purchase of fractional interests in shares of the Company's capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (div) redemptions or purchases pursuant to the Company's Rights Agreement, dated August 7, 1995, between the Company and AmSouth Bank of Alabama as Rights Agent), (b) the Company shall not make any declaration payment of a dividend in connection with any stockholders' rights planprincipal, premium, if any, or interest on or repay, repurchase or redeem any debt securities issued by the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 Company that on which the dividend is being paid or ranks rank pari passu with or junior to such stock the Securities and (c) the Company shall not make any cash guarantee payments in lieu of fractional shares issued in connection therewith, or with respect to the foregoing (f) payments under other than pursuant to the Capital Preferred Securities Guarantee, dated as of __________, 199_ of the Company (the "Guarantee") with respect to the ___% Trust Originated Preferred Securities (the "Preferred Securities") issued by PLC Capital Trust II ("PLC Capital"), the Common Securities Guarantee, dated as of __________, 199_ of the Company (the "Common Guarantee," and together with the Guarantee, the "Guarantees") with respect to the ___% Trust Originated Common Securities (the "Common Securities," and together with the Preferred Securities, the "Trust Securities") issued by PLC Capital, the Preferred Securities Guarantee Agreement, dated April 29, 1997, of the Company, with respect to the 8 1/4% Trust Originated Preferred Securities of PLC Capital Trust I and the Common Securities Guarantee Agreement, dated as of April 29, 1997, of the Company with respect to the 8 1/4% Trust Originated Common Securities of PLC Capital Trust I (together the "8 1/4% TOPrS Guarantees") and the Guarantee Agreement, dated as of June 9, 1994 of the Company (the "Series A Guarantee") with respect to the 9% Cumulative Monthly Income Preferred Securities, Series A of PLC Capital L.L.C.). Prior to the termination of any such Extension Period, the Company may further extend defer payments of interest by extending the interest payment period; provided, however, that, such periodExtension Period, provided that such period together with including all such previous and further consecutive extensions thereof shall extensions, may not exceed 20 consecutive quarterly periods, quarters or extend beyond the Maturity DateStated Maturity. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interestamounts then due, the Company may commence a new Extension Period, subject to the foregoing requirementsterms set forth in this section. No interest or Additional Interest shall be due and payable during an any Extension Period, except at the end thereof, but each installment the Company may prepay at any time all or any portion of the interest that would otherwise have been due accrued during an Extension Period. If the Institutional Trustee (as defined in the Amended and payable during Restated Declaration of Trust of PLC Capital, dated as of __________, 199_ (the "Declaration of Trust")) shall be the sole holder of the Securities, the Company shall give the Regular Trustees (as defined in the Declaration of Trust) and the Institutional Trustee (as defined in the Declaration of Trust), notice of its selection of such Extension Period shall bear Additional Interest one Business Day prior to the extent permitted by earlier of (i) the date distributions on the Preferred Securities are payable or (ii) the date the Regular Trustees are required to give notice of the record date or the date such distribution is payable to the New York Stock Exchange (or other applicable lawself-regulatory organization) or to holders of the Preferred Securities, but in any event at least one Business Day before such record date. The If the Institutional Trustee shall not be the sole holder of the Securities, the Company must shall give the Trustee holders of the Securities notice of its election to begin or extend selection of such Extension Period at least 5 10 Business Days prior to the earlier of (i) the date interest on the Debentures would have been payable except for the election to begin or extend such Extension Period Interest Payment Date or (ii) the date such interest upon which the Company is payable, but in any event not less than 5 Business Days prior required to such record date. The Trustee shall give notice of the Company's election record or payment date of such interest payment to begin a new the New York Stock Exchange (or other applicable self-regulatory organization) or to holders of the Securities. The quarter in which any notice is given pursuant to this Section 2.5 shall be counted as one of the 20 quarters permitted in the maximum Extension Period to the Securityholderspermitted hereunder.

Extension of Interest Payment Period. So long as no Event of ------------------------------------ Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) shall ---------------- be due and payable. No Extension Period may 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 Debentures (together with Additional Interest thereon); provided, however, that no Extension Period may extend beyond -------- ------- the Maturity Date; provided further, however, that during any such Extension -------- ------- ------- Period, the Company shall not and shall not permit any Affiliate 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 or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (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 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 any 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 stockholders' stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders' stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee). Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. 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 to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend such Extension Period at least 5 Business Days prior to the earlier of (i) the date interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) shall be due and payable. No Extension Period may 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 Debentures (together with Additional Interest thereon); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, the Company shall not and shall not permit any Affiliate 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 or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (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 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 any 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 stockholders' rights plan, or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee). Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, thereof but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend such Extension Period at least 5 S Business Days prior to the earlier of (i) the date interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 10 consecutive quarterly semi-annual periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) shall be due and payable. No Extension Period may 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 Debentures (together with Additional Interest thereon); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, the Company shall not and shall not permit any Affiliate 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 or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu PARI PASSU in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (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 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 any 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 stockholders' stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders' stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee). Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 10 consecutive quarterly semi-annual periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. 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 to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend such Extension Period at least 5 Business Days prior to the earlier of (i) the date interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. (a) So long as ------------------------------------ no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, Series __ Securities to defer the payment of interest on the Securities for up to 20 consecutive quarterly periods (with respect to each such extended interest payment period, an "Extension Period"), during which Extension Period Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date; provided, however that no interest (including Additional Interest) shall be due and payable. No Extension Period may end on a date other than an Interest Payment Dateextend beyond the Stated Maturity of the Series __ Securities. At the end of any such Extension Period Period, the Company shall pay all interest then accrued and unpaid on the Debentures Series __ Securities (together with Additional Interest thereon, if any, to the extent permitted by applicable law); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, the Company shall not and shall not permit any Affiliate to will 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 or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (ii) make any payment of principal or of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, Series __ Securities or make any ---- ----- guarantee payments with respect to clauses 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 Series __ Securities (i) or (ii) above, other than (a) repurchases, redemptions dividends or other acquisitions of shares of distributions in 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 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 such rights distributed pursuant to a Rights Plan, (c) payments under the 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 common 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 any 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 stockholders' rights plan, or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee). Prior to the termination of any such Extension Period, the Company may further extend such perioddefer the payment of interest on the Series __ Securities, provided that such period together with all such previous and further consecutive extensions thereof no Extension -------- Period shall not exceed 20 consecutive quarterly periods, quarters or extend beyond the Stated Maturity Dateof the Series __ Securities. Upon the termination of any such Extension Period and upon the payment of all interest then accrued and unpaid interest and unpaid, including Additional Interest, if any, then due, the Company may commence elect to begin a new Extension Period, subject to the foregoing above requirements. 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 to the extent permitted by applicable law. The Company must shall give the Property Trustee, the Administrative Trustees and the Trustee notice of its election to begin or extend any such Extension Period at least 5 one Business Days Day prior to the earlier earliest of (i) the date interest the Distributions on the Debentures Preferred Securities would have been payable except for the election to begin or extend such Extension Period or Period, (ii) the date the Administrative Trustees are required to give notice to any securities exchange, the Nasdaq National Market or other applicable stock exchange or automated quotation system or to holders of such interest is Series __ Securities of the record date for such Distributions or (iii) the date such Distributions are payable, but in any event not less than 5 one Business Days Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin a new any such Extension Period to the Securityholdersholders of the outstanding Preferred Securities.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) shall be due and payable. No Extension Period may 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 Debentures (together with Additional Interest thereon); provided, however, that no Extension Period may extend beyond the Maturity Date; provided provided, further, however, that during any such Extension Period, the Company shall not and shall not permit any Affiliate 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 or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (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 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 any 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 stockholders' rights plan, or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee). Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. 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 to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend such Extension Period at least 5 Business Days prior to the earlier of regular record date (ias such term is used in Section 2.8) immediately preceding the date Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the SecurityholdersPeriod.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) shall be due and payable. No Extension Period may 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 Debentures (together with Additional Interest thereon); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, the Company shall not and shall not permit any Affiliate 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 or such Affiliate's capital stock (other than payments of dividends or distributions to the Company or payments of dividends from direct or indirect subsidiaries of the Company to their parent corporations, which also shall be direct or indirect subsidiaries of the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (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 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 any 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 stockholders' rights plan, or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, (f) payments of principal or interest on debt securities or payments of cash dividends or distributions on any capital stock issued by an Affiliate that is not, in whole or in part, a subsidiary of the Company (or any redemptions, repurchases or liquidation payments on such stock or securities), or (fg) payments under the Capital Securities Guarantee). Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. 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 to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend such Extension Period at least 5 Business Days prior to the earlier of (i) the date interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuingNotwithstanding anything contained herein or in the Indenture to the contrary, the Company shall have the rightright at any time, and from time to time, and without causing an Event during the term of Default, the Securities to defer payments of interest on the Debentures by extending the interest payment period on to the Debentures at any time and from time to time during the term of the Debentures, for up to next Interest Payment Date by one or more quarterly periods not exceeding 20 consecutive quarterly periods quarters (each such extended interest payment period, an "Extension Period"), during which Extension Period but no interest (including Additional Interest) shall be due and payable. No such Extension Period may end on a extend beyond , 20 , or such other date other than an Interest Payment Dateto which the Stated Maturity may have been shortened or extended pursuant to Section 2.6. At the end of any such Extension Period Period, the Company shall pay all interest then accrued and unpaid on the Debentures (including any Additional Interest, as hereinafter defined) together with Additional Interest thereoninterest thereon compounded quarterly at the rate specified for the Securities to the extent permitted by applicable law ("Compound Interest"); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, (a) the Company shall not and shall not permit any Affiliate to (i) declare or pay dividends on, make any dividends or distributions ondistribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, to any of the Company's or such Affiliate's its capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) purchases or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital the Company's common stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of 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 satisfaction by the Company (of its obligations under any employee benefit plans or securities convertible into the satisfaction by the Company of its obligation pursuant to any contract or exercisable for such capital security requiring it to purchase shares of its common stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (bii) as a result of any 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 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 its capital stock, (ciii) the purchase of fractional interests in shares of the Company's capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (div) redemptions or purchases pursuant to the Company's Rights Agreement, dated August 7, 1995, between the Company and The Bank of New York (as successor to AmSouth Bank as Rights Agent), (b) the Company shall not make any declaration payment of a dividend in connection with any stockholders' rights planprincipal, premium, if any, or interest on or repay, repurchase or redeem any debt securities issued by the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 Company that on which the dividend is being paid or ranks rank pari passu with or junior to such stock the Securities and (c) the Company shall not make any cash guarantee payments in lieu of fractional shares issued in connection therewith, or with respect to the foregoing (f) payments under other than pursuant to the Capital Preferred Securities Guarantee, dated as of , 20 of the Company (the "Guarantee") with respect to the % Trust Originated Preferred Securities (the "Preferred Securities") issued by PLC Capital Trust V ("PLC Capital"), the Common Securities Guarantee, dated as of , 20 of the Company (the "Common Guarantee," and together with the Guarantee, the "Guarantees") with respect to the % Trust Originated Common Securities (the "Common Securities," and together with the Preferred Securities, the "Trust Securities") issued by PLC Capital, the Preferred Securities Guarantee dated as of August 22, 2001 of the Company (the "Series D Preferred Guarantee") with respect to the 71/2% Trust Originated Preferred Securities Series D of PLC Capital Trust III, the Common Securities Guarantee, dated as of August 22, 2001 of the Company (the "Series D Common Guarantee") with respect to the 71/2% Trust Originated Common Securities of PLC Capital Trust III and the Preferred Securities Guarantee, dated as of September 25, 2002 of the Company (the "Series E Preferred Guarantee") with respect to the 71/4% Trust Originated Preferred Securities Series E of PLC Capital Trust IV and the Common Securities Guarantee dated as of September 25, 2002 of the Company (the "Series E Common Guarantee") with respect to the 71/4% Trust Originated Common Securities of PLC Capital Trust IV. Prior to the termination of any such Extension Period, the Company may further extend defer payments of interest by extending the interest payment period; provided, however, that, such periodExtension Period, provided that such period together with including all such previous and further consecutive extensions thereof shall extensions, may not exceed 20 consecutive quarterly periods, quarters or extend beyond the Maturity DateStated Maturity. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interestamounts then due, the Company may commence a new Extension Period, subject to the foregoing requirementsterms set forth in this section. No interest or Additional Interest shall be due and payable during an any Extension Period, except at the end thereof, but each installment the Company may prepay at any time all or any portion of the interest that would otherwise have been due accrued during an Extension Period. If the Institutional Trustee (as defined in the Amended and payable during Restated Declaration of Trust of PLC Capital, dated as of , 20 (the "Declaration of Trust")) shall be the sole holder of the Securities, the Company shall give the Regular Trustees (as defined in the Declaration of Trust) and the Institutional Trustee (as defined in the Declaration of Trust), notice of its selection of such Extension Period shall bear Additional Interest one Business Day prior to the extent permitted by earlier of (i) the date distributions on the Preferred Securities are payable or (ii) the date the Regular Trustees are required to give notice of the record date or the date such distribution is payable to the New York Stock Exchange (or other applicable lawself-regulatory organization) or to holders of the Preferred Securities, but in any event at least one Business Day before such record date. The If the Institutional Trustee shall not be the sole holder of the Securities, the Company must shall give the Trustee holders of the Securities notice of its election to begin or extend selection of such Extension Period at least 5 10 Business Days prior to the earlier of (i) the date interest on the Debentures would have been payable except for the election to begin or extend such Extension Period Interest Payment Date or (ii) the date such interest upon which the Company is payable, but in any event not less than 5 Business Days prior required to such record date. The Trustee shall give notice of the Company's election record or payment date of such interest payment to begin a new the New York Stock Exchange (or other applicable self-regulatory organization) or to holders of the Securities. The quarter in which any notice is given pursuant to this Section 2.5 shall be counted as one of the 20 quarters permitted in the maximum Extension Period to the Securityholderspermitted hereunder.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures Debt Securities by extending the interest payment period on the Debentures Debt Securities at any time and from time to time during the term of the DebenturesDebt Securities, for up to 20 10 consecutive quarterly semi-annual periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) shall be due and payable. No Extension Period may 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 Debentures Debt Securities (together with Additional Interest thereon); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, the Company shall shall. not and shall not permit any Affiliate 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 or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures Debt Securities (other than, with respect to clauses (i) or (ii) above, (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 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 any 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 stockholders' stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders' stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee). Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 10 consecutive quarterly semi-annual periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. 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 to the extent permitted by applicable law. The Company must give the Trustee notice of its election to to, begin or extend such Extension Period at least 5 Business Days prior to the earlier of (i) the date interest on the Debentures Debt Securities would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) shall be due and payable. No Extension Period may 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 Debentures (together with Additional Interest thereon); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, the Company shall not and shall not permit any Affiliate 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 or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (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 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 any exchange exchange, reclassification, combination 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 stockholders' rights plan, or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee). Notwithstanding the foregoing, the limitation described in this Section shall apply only to the Company and its subsidiaries, as such term is defined in Rule 1-02, Regulation S-X of the 1933 Act. Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. 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 to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend such an Extension Period at least 5 Business Days prior to the earlier of regular record date (ias such term is used in Section 2.8) immediately preceding the date Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record datePeriod. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders. For purposes of this Section 2.11 and Section 3.8 below, the term Affiliate shall not include any Affiliate of the Company with a class of common stock registered under the Securities Exchange Act of 1934 or any successor statute.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) shall be due and payable. No Extension Period may 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 Debentures (together with Additional Interest thereon); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, the Company shall not and shall not permit any Affiliate 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 or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (a) repurchases, redemptions redemption's 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 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 any 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 stockholders' rights plan, or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee). Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. 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 to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend such Extension Period at least 5 Business Days prior to the earlier of (i) the date interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 10 consecutive quarterly semi-annual periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) shall be due and payable. No Extension Period may 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 Debentures (together with Additional Interest thereon); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, the Company shall not and shall not permit any Affiliate 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 or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (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 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 any 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 stockholders' rights plan, or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee). Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. 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 to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend such Extension Period at least 5 Business Days prior to the earlier of (i) the date interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.or

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) shall be due and payable. No Extension Period may 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 Debentures (together with Additional Interest thereon); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, the Company shall not and shall not permit any Affiliate 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 or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (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 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 any reclassification, 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, or pursuant to a merger, consolidation or other business combination, (d) any declaration of a dividend in connection with any stockholders' rights plan, or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Preferred Securities Guarantee). Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. 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 to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend such Extension Period at least 5 1 Business Days Day prior to the earlier of regular record date (ias such term is used in Section 2.8) immediately preceding the date Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record datePeriod. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the The Company shall have the rightright at any time, and from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 consecutive quarterly periods (each such extended defer payments of interest by extending the interest payment periodperiod of such Debentures for a period not extending, an in the aggregate, beyond the Maturity Date of the Debentures (the "Extension Extended Interest Payment Period"), during which Extension Extended Interest Payment Period no interest (including Additional Interest) shall be due and payable. No Extension Period may end on a date other than an To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 4.1, will bear interest thereon at the rate of ___% until __________ 15, 2001, and at the Reset Rate thereafter compounded quarterly for each quarter of the Extended Interest Payment DatePeriod ("Compounded Interest"). At the end of any such Extension Period the Extended Interest Payment Period, the Company shall pay all interest then accrued and unpaid on the Debentures, including any expenses and taxes of the Trust set forth in Section 5.1 hereof and Compounded Interest (together, "Deferred Interest") that shall be payable to the Holders of the Debentures (together with Additional in whose names the Debentures are registered in the Security Register on the first record date after the end of the Extended Interest thereon)Payment Period; provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Extended Interest Payment Period, (a) the Company shall not and shall not permit any Affiliate to (i) declare or pay dividends on or make any dividends or distributions ondistribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's or such Affiliate's its capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) purchases or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with the satisfaction by the Company of its obligations under any employment contract, employee or agent benefit plan plans or other similar arrangement with the satisfaction by the Company of its obligations pursuant to any contract or for security outstanding on the benefit date of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock such event requiring the Company to 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, (bii) as a result of any 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 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 Company capital stock, (ciii) 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, (div) dividends or distributions in capital stock of the Company (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or repurchases of any rights outstanding under a shareholder rights plan and the declaration thereunder of a dividend of rights in connection the future), (b) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company that rank junior to the Debentures, and (c) the Company shall not make any guarantee payments with any stockholders' rights plan, respect to the foregoing (other than payments pursuant to the Guarantee or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Common Securities Guarantee). Prior to the termination of any Extension Extended Interest Payment Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity DateDate of the Debentures. Upon the termination of any Extension Extended Interest Payment Period and upon the payment of all accrued and unpaid interest and Additional InterestDeferred Interest then due, the Company may commence a new Extension Extended Interest Payment Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Extended Interest Payment 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 the Company, at its option, may prepay on any Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin Payment Date all or extend such Extension Period at least 5 Business Days prior to the earlier of (i) the date interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record date. The Trustee shall give notice portion of the Company's election to begin a new Extension Period to interest accrued during the Securityholdersthen elapsed portion of an Extended Interest Payment Period.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "“Extension Period"”), during which Extension Period no interest (including Additional Interest) shall be due and payable. No Extension Period may 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 Debentures (together with Additional Interest thereon); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, the Company shall not and shall not permit any Affiliate 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 or such Affiliate's ’s capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (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 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 any 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 stockholders' ’ rights plan, or the issuance of rights, stock or other property under any stockholders' ’ rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee). Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. 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 to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend such Extension Period at least 5 Business Days prior to the earlier of regular record date (ias such term is used in Section 2.8) immediately preceding the date Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record date. The Trustee shall give notice of the Company's ’s election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the The Company shall have the rightright at any time, and from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 consecutive quarterly periods (each such extended defer payments of interest by extending the interest payment periodperiod of such Debentures for a period not extending, an in the aggregate, beyond the Maturity Date of the Debentures (the "Extension Extended Interest Payment Period"), during which Extension Extended Interest Payment Period no interest (including Additional Interest) shall be due and payable. No Extension Period may end on a date other than an To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 4.1, will bear interest thereon at the rate of 6.22% until May 15, 2001, and at the Reset Rate thereafter compounded quarterly for each quarter of the Extended Interest Payment DatePeriod ("Compounded Interest"). At the end of any such Extension Period the Extended Interest Payment Period, the Company shall pay all interest then accrued and unpaid on the Debentures, including any expenses and taxes of the Trust set forth in Section 5.1 hereof and Compounded Interest (together, "Deferred Interest") that shall be payable to the Holders of the Debentures (together with Additional in whose names the Debentures are registered in the Security Register on the first record date after the end of the Extended Interest thereon)Payment Period; provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Extended Interest Payment Period, (a) the Company shall not and shall not permit any Affiliate to (i) declare or pay dividends on or make any dividends or distributions ondistribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's or such Affiliate's its capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) purchases or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan plans or other similar arrangement with the satisfaction by the Company of its obligations pursuant to any contract or for security outstanding on the benefit date of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock such event requiring the Company to 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, (bii) as a result of any 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 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 Company capital stock, (ciii) 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, (div) dividends or distributions in capital stock of the Company (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or repurchases of any rights outstanding under a shareholder rights plan or the declaration thereunder of a dividend in connection with any stockholders' rights plan, or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant theretoin the future), (eb) the Company shall not make any dividend in payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities 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 Company that on which the dividend is being paid or ranks pari passu with or rank junior to such stock the Debentures, and (c) the Company shall not make any cash guarantee payments in lieu of fractional shares issued in connection therewith, or with respect to the foregoing (f) other than payments under pursuant to the Capital Securities Guarantee). Prior to the termination of any Extension Extended Interest Payment Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity DateDate of the Debentures. Upon the termination of any Extension Extended Interest Payment Period and upon the payment of all accrued and unpaid interest and Additional InterestDeferred Interest then due, the Company may commence a new Extension Extended Interest Payment Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Extended Interest Payment 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 the Company, at its option, may prepay on any Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin Payment Date all or extend such Extension Period at least 5 Business Days prior to the earlier of (i) the date interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record date. The Trustee shall give notice portion of the Company's election to begin a new Extension Period to interest accrued during the Securityholdersthen elapsed portion of an Extended Interest Payment Period.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the The Company shall have the rightright at any time, and from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 consecutive quarterly periods (each such extended defer payments of interest by extending the interest payment periodperiod of such Debentures for a period not extending, an in the aggregate, beyond the Maturity Date of the Debentures (the "Extension Extended Interest Payment Period"), during which Extension Extended Interest Payment Period no interest (including Additional Interest) shall be due and payable. No Extension Period may end on a date other than an To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 4.1, will bear interest thereon at the rate of % until February 15, 2001, and at the Reset Rate thereafter compounded quarterly for each quarter of the Extended Interest Payment DatePeriod ("Compounded Interest"). At the end of any such Extension Period the Extended Interest Payment Period, the Company shall pay all interest then accrued and unpaid on the Debentures, including any expenses and taxes of the Trust set forth in Section 5.1 hereof and Compounded Interest (together, "Deferred Interest") that shall be payable to the Holders of the Debentures (together with Additional in whose names the Debentures are registered in the Security Register on the first record date after the end of the Extended Interest thereon)Payment Period; provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Extended Interest Payment Period, (a) the Company shall not and shall not permit any Affiliate to (i) declare or pay any dividends or distributions onmake any distribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's or such Affiliate's its capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) purchases or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with the satisfaction by the Company of its obligations under any employment contract, employee or agent benefit plan plans or other similar arrangement with the satisfaction by the Company of its obligations pursuant to any contract or for security outstanding on the benefit date of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock such event requiring the Company to 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, (bii) as a result of any 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 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 Company capital stock, (ciii) 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, (div) dividends or distributions in capital stock of the Company (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or repurchases of any declaration of rights outstanding under a dividend in connection with any stockholders' shareholder rights plan), (b) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company that rank junior to the Debentures, and (c) the Company shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Common Securities Guarantee). Prior to the termination of any Extension Extended Interest Payment Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity DateDate of the Debentures. Upon the termination of any Extension Extended Interest Payment Period and upon the payment of all accrued and unpaid interest and Additional InterestDeferred Interest then due, the Company may commence a new Extension Extended Interest Payment Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Extended Interest Payment 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 the Company, at its option, may prepay on any Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin Payment Date all or extend such Extension Period at least 5 Business Days prior to the earlier of (i) the date interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record date. The Trustee shall give notice portion of the Company's election to begin a new Extension Period to interest accrued during the Securityholdersthen elapsed portion of an Extended Interest Payment Period.

Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) shall be due and payable. No Extension Period may 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 Debentures (together with Additional Interest thereon); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, the Company shall not and shall not permit any Affiliate 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 or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (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 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 any 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 stockholders' rights plan, or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee). Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. 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 to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend such an Extension Period at least 5 Business Days prior to the earlier of regular record date (ias such term is used in Section 2.8) immediately preceding the date Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record datePeriod. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no Event of ------------------------------------ Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, for up to 20 10 consecutive quarterly semi-annual periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no ----------------- interest (including Additional Interest) shall be due and payable. No Extension Period may 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 Debentures (together with Additional Interest thereon); provided, --------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Period, the Company shall not ----------------- and shall not permit any Affiliate 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 or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing 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 or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (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 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 any 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 stockholders' rights plan, or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee). Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 10 consecutive quarterly semi-annual periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. 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 to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend such Extension Period at least 5 Business Days prior to the earlier of (i) the date interest on the Debentures would have been payable except for the election to begin or extend such Extension Period or (ii) the date such interest is payable, but in any event not less than 5 Business Days prior to such record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.