Common use of Extension of Interest Payment Period Clause in Contracts

Extension of Interest Payment Period. The Company shall have the right, at any time and from time to time during the term of the Subordinated Debentures, to extend the interest payment period of such Subordinated Debentures for up to twenty (20) consecutive quarters (the "Extended Interest Payment Period"); provided, that, during any such Extended Interest Payment Period, (a) the Company may not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Subordinated Debentures), (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU with or junior to the Subordinated Debentures and (c) the Company may not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee). 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 compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred Interest") which shall be payable to the holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period. Prior to the termination of any Extended Interest Payment Period, the Company may further extend such period, PROVIDED that such period together with all such further extensions thereof shall not exceed twenty (20) consecutive quarters or extend beyond the maturity of the Subordinated Debentures. Upon the termination of any Extended Interest Payment Period and upon the payment of all Deferred Interest then due, the Company may select a new Extended Interest Payment Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof.

Extension of Interest Payment Period. The Company shall have the right, right at any time time, and from time to time time, during the term of the Subordinated Debentures, to extend defer payments of interest by extending the interest payment period of such Subordinated Debentures for up to twenty (20) consecutive quarters a period not extending, in the aggregate, beyond the Maturity Date of the Debentures (the "Extended Interest Payment Period"); provided, that, during any such which Extended Interest Payment Period, (a) Period no interest shall be due and payable. The Company shall promptly notify the Company may not declare or pay Trustee of any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation such extension of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Subordinated Debentures), (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any interest payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU with or junior to the Subordinated Debentures and (c) the Company may not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee)period. 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 6.45% until February 15, 2001, and at the Reset Rate thereafter compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including together with any expenses and taxes of the Trust set forth in Section 5.1 hereof (as notified to the Trustee by the Company) and Compounded Interest and Additional Interest (together, "Deferred Interest") which that shall be payable to the holders Holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period; provided, however, that during any such Extended Interest Payment Period, (a) the Company shall not declare or pay dividends on or make any distribution with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock of the Company in connection with the satisfaction by the Company of its obligations under any employee or agent benefit plans or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Company to purchase capital stock of the Company, (ii) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company capital stock, (iii) 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, (iv) 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 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 respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee). Prior to the termination of any Extended Interest Payment Period, the Company may further extend such period, PROVIDED provided that such period together with all such previous and further extensions thereof shall not exceed twenty (20) consecutive quarters or extend beyond the maturity Maturity Date of the Subordinated Debentures. The Company shall promptly notify the Trustee of each extension of an Extended Interest Payment Period. Upon the termination of any Extended Interest Payment Period and upon the payment of all Deferred Interest then due, the Company may select commence a new Extended Interest Payment Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of an Extended Interest Payment Period.

Extension of Interest Payment Period. The Company shall have the right, right at any time time, and from time to time time, during the term of the Subordinated DebenturesSenior Notes, to extend defer payments of interest by extending the interest payment period of such Subordinated Debentures Senior Notes for up to twenty (20) consecutive quarters a period not extending, in the aggregate, beyond the Maturity Date of the Senior Notes (the "Extended Interest Payment Extension Period"); provided, that, during any such Extended Interest Payment Period, (a) the Company may not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Subordinated Debentures), (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU with or junior to the Subordinated Debentures Extension Period no interest shall be due and (c) the Company may not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee)payable. 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 4.12.8, will bear interest thereon at the rate of 9.75% until November 16, 2002, and at the Reset Rate thereafter compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Extension Period ("Compounded Interest"). At the end of the Extended Interest Payment Extension Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Senior Notes and Compounded Interest and Additional Interest (together, "Deferred Interest") which that shall be payable to the holders Holders of the Subordinated Debentures Senior Notes in whose names the Subordinated Debentures Senior Notes are registered in the Security Register on the first record date Regular Record Date after the end of the Extended Interest Payment Extension Period. During any such Extension Period or an Event of Default, however, the Company shall not (a) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank junior to the Senior Notes in the right of payment issued by the Company, or (b) make any guarantee payments with respect to any guarantee by the Company of any securities of any of its subsidiaries if such guarantee ranks junior to the Senior Notes in right of payment or (c) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, except for or as a result of (i) dividends or distributions in, or options, warrants or rights to subscribe for or purchase, the Company's common stock; (ii) any declaration of a dividend in connection with the implementation of a shareholder's rights plan, or the issuance of shares under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) a reclassification of the Company's capital stock solely into shares of one or more classes or series of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for or into another class or series of the Company's capital stock; (iv) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (v) the purchase of the Company's common stock in connection with the Company's normal course issuer bid-purchases for the satisfaction by the Company of its obligations under any benefit plans for the Company and the Company's subsidiaries' directors, officers or employees or under any of the Company's dividend reinvestment plans. Prior to the termination expiration of any Extended Interest Payment Extension Period, the Company may further extend such period, PROVIDED provided that such period together with all such previous and further extensions thereof shall not exceed twenty (20) consecutive quarters or extend beyond the maturity Maturity Date of the Subordinated DebenturesSenior Notes. Upon the termination of any Extended Interest Payment Extension Period and upon the payment of all Deferred Interest then due, the Company may select commence a new Extended Interest Payment Extension Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, Extension Period except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of an Extension Period.

Extension of Interest Payment Period. The (a) So long as ------------------------------------ no Event of Default has occurred and is continuing, the Company shall have the right, at any time and from time to time during the term of the Subordinated DebenturesSeries __ Securities, from time to time, to extend defer the payment of interest payment period of such Subordinated Debentures on the Series __ Securities for up to twenty (20) 10 consecutive quarters (semi-annual periods with respect to each, during which Extension Periods the "Extended Company shall have the right to make partial payments of interest on any Interest Payment Period"Date; provided however that no Extension Period may extend beyond the Stated Maturity of the Series __ Securities. At the end of any such Extension Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, to the extent permitted by applicable law); , provided, that, -------- that during any such Extended Interest Payment Extension Period, (a) the Company may will not (i) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Subordinated Debentures), (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company Company's capital stock or (iiiii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal or of interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by of the Company which that rank PARI PASSU pari passu ---- ----- with or junior in interest to the Subordinated Debentures and (c) the Company may not Series __ Securities or make any guarantee payments with respect to any guarantee by the foregoing Company or the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior ---- ----- in interest to the Securities (other than (a) dividends or distributions in capital stock of the Company, (b) any declaration of a dividend 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 Preferred Securities Guarantee). To HL&P Guarantee and (d) purchases of Common Stock or rights related to the extent permitted by applicable law, interest, the payment issuance of which has been deferred because Common Stock under any of the extension of the interest payment period pursuant to this Section 4.1Company's benefit plans for its directors, will bear interest compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Periodofficers or employees, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred Interest") which shall be payable related to the holders issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan or related to the Subordinated Debentures issuance of Common Stock (or securities convertible into or exchangeable for common stock) as consideration in whose names an acquisition transaction that was entered into prior to the Subordinated Debentures are registered in the Security Register on the first record date after the end commencement of the Extended Interest Payment such Extension Period). Prior to the termination of any Extended Interest Payment such Extension Period, the Company may further extend such perioddefer the payment of interest on the Series __ Securities, PROVIDED provided that such period together with all such further extensions thereof no Extension -------- Period shall not exceed twenty (20) 10 consecutive quarters semi-annual periods or extend beyond the maturity Stated Maturity of the Subordinated DebenturesSeries __ Securities. Upon the termination of any Extended Interest Payment such Extension Period and upon the payment of all Deferred Interest accrued and unpaid, including Additional Interest, if any, then due, the Company may select elect to begin a new Extended Interest Payment Extension Period, subject to the foregoing above requirements. No interest shall be due and payable during an Extended Interest Payment Extension Period, except at the end thereof. The Company shall give the Property Trustee, the Administrative Trustees and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the earliest of (i) the date the Distributions on the Capital Securities would have been payable except for the election to begin such Extension 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 Capital Securities of the record date for such Distributions or (iii) the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the holders of the outstanding Capital Securities.

Extension of Interest Payment Period. The Notwithstanding anything contained herein or in the Indenture to the contrary, the Company shall have the right, right at any time time, and from time to time time, during the term of the Subordinated Debentures, Securities to extend defer payments of interest by extending the interest payment period of such Subordinated Debentures for up to twenty (20) the next Interest Payment Date by one or more quarterly periods not exceeding 20 consecutive quarters (each such period, an "Extension Period"), but no such Extension Period may extend beyond __________, 2027, or such other date to which the Stated Maturity may have been shortened or extended pursuant to Section 2.6. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid (including any Additional Interest, as hereinafter defined) together with interest thereon compounded quarterly at the rate specified for the Securities to the extent permitted by applicable law ("Extended Interest Payment PeriodCompound Interest"); provided, that, that during any such Extended Interest Payment Extension Period, (a) the Company may shall not declare or pay any dividend dividends on, make any distributions distribution with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, to any of its capital stock (other than (i) purchases or acquisitions of shares of Company the Company's common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the satisfaction by the Company (other than a contractual of its obligation ranking PARI PASSU with pursuant to any contract or junior security requiring it to the Subordinated Debentures)purchase shares of its common stock, (ii) as a result of a reclassification of Company the Company's capital stock or the exchange or conversion of one class or series of Company the Company's capital stock for another class or series of Company its capital stock or stock, (iii) the purchase of fractional interests in shares of Company the Company's capital stock pursuant to an acquisition or the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged, and (iv) 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 may shall not make any payment of interestprincipal, principal or premium, if any, or interest on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which that rank PARI PASSU pari passu with or junior to the Subordinated Debentures Securities and (c) the Company may shall not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee, dated as of ________ __, 1997 of the Company (the "Guarantee") with respect to the __% Trust Originated Preferred Securities (the "Preferred Securities") issued by PLC Capital Trust I ("PLC Capital"). To the extent permitted by applicable law, interest, the payment Common Securities Guarantee, dated as of which has been deferred because ________, 1997 of the extension 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 and the Guarantee Agreement, dated as of June 9, 1994 of the interest payment period pursuant to this Section 4.1, will bear interest compounded quarterly at Company (the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred InterestSeries A Guarantee") which shall be payable with respect to the holders 9% Cumulative Monthly Income Preferred Securities, Series A of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment PeriodPLC Capital L.L.C.). Prior to the termination of any Extended Interest Payment 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 extensions thereof shall extensions, may not exceed twenty (20) 20 consecutive quarters or extend beyond the maturity of the Subordinated DebenturesStated Maturity. Upon the termination of any Extended Interest Payment Extension Period and upon the payment of all Deferred Interest amounts then due, the Company may select commence a new Extended Interest Payment Extension Period, subject to the foregoing requirementsterms set forth in this section. No interest shall be due and payable during an Extended Interest Payment any Extension Period, except at the end thereof, but the Company may prepay at any time all or any portion of the interest accrued during an Extension Period. If the Institutional Trustee (as defined in the Amended and Restated Declaration of Trust of PLC Capital, dated as of __________, 1997 (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, notice of its selection of such Extension Period one Business Day prior to the 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 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 Institutional 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 10 Business Days prior to the earlier of (i) the Interest Payment Date or (ii) the date upon which the Company is required to give notice of the record or payment date of such interest payment to 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 hereunder.

Extension of Interest Payment Period. The Notwithstanding anything contained herein or in the Indenture to the contrary, the Company shall have the right, right at any time time, and from time to time time, during the term of the Subordinated Debentures, Securities to extend defer payments of interest by extending the interest payment period of such Subordinated Debentures for up to twenty (20) the next Interest Payment Date by one or more quarterly periods not exceeding 20 consecutive quarters (the each such period, an "Extended Interest Payment Extension Period"), but no such Extension Period may extend beyond September __,2032. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid (including any Additional Interest, as hereinafter defined) together with interest thereon compounded quarterly at the rate specified for the Securities to the extent permitted by applicable law ("Compound Interest"); providedPROVIDED, that, that during any such Extended Interest Payment Extension Period, (a) the Company may shall not declare or pay any dividend dividends on, make any distributions distribution with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, to any of its capital stock (other than (i) purchases or acquisitions of shares of Company the Company's common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the satisfaction by the Company (other than a contractual of its obligation ranking PARI PASSU with pursuant to any contract or junior security requiring it to the Subordinated Debentures)purchase shares of its common stock, (ii) as a result of a reclassification of Company the Company's capital stock or the exchange or conversion of one class or series of Company the Company's capital stock for another class or series of Company its capital stock or stock, (iii) the purchase of fractional interests in shares of Company the Company's capital stock pursuant to an acquisition or the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged, and (iv) 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 may shall not make any payment of interestprincipal, principal or premium, if any, or interest on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which that rank PARI PASSU with or junior to the Subordinated Debentures Securities and (c) the Company may shall not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee Agreement, dated as of September __, 2032 of the Company (the "Guarantee") with respect to the % Trust Originated Preferred Securities (the "Preferred Securities") issued by PLC Capital Trust IV ("PLC Capital"). To the extent permitted by applicable law, interest, the payment Common Securities Guarantee Agreement, dated as of which has been deferred because September __, 2032 of the extension 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 and the Preferred Securities Guarantee Agreement, dated as of April 29, 1997 of the interest payment period pursuant Company (the "Series B Preferred Guarantee") with respect to this Section 4.1the 8 1/4% Trust Originated Preferred Securities, will bear interest compounded quarterly at Series B of PLC Capital Trust I and the Coupon Rate for each quarter Common Securities Guarantee Agreement, dated as of April 29, 1997 of the Extended Interest Payment Period Company (the "Compounded InterestSeries B Common Guarantee"). At ) with respect to the end 8 1/4% Trust Originated Common Securities and the Preferred Securities Guarantee Agreement as dated as of August 22, 2001 of the Extended Interest Payment PeriodCompany (the "Series D Preferred Guarantee") with respect to the 7-1/2% Trust Originated Preferred Securities Series D of PLC Capital Trust III and the Common Securities Guarantee Agreement, dated as of August 22, 2001 of the Company shall pay all interest accrued and unpaid on (the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred InterestSeries D Common Guarantee") which shall be payable with respect to the holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period7-1/2% Trust Originated Common Securities. Prior to the termination of any Extended Interest Payment 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 extensions thereof shall extensions, may not exceed twenty (20) 20 consecutive quarters or extend beyond the maturity of the Subordinated DebenturesStated Maturity. Upon the termination of any Extended Interest Payment Extension Period and upon the payment of all Deferred Interest amounts then due, the Company may select commence a new Extended Interest Payment Extension Period, subject to the foregoing requirementsterms set forth in this section. No interest shall be due and payable during an Extended Interest Payment any Extension Period, except at the end thereof, but the Company may prepay at any time all or any portion of the interest accrued during an Extension Period. If the Institutional Trustee (as defined in the Amended and Restated Declaration of Trust of PLC Capital, dated as of September __, 2002 (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), the Institutional Trustee (as defined in the Declaration of Trust) and the Indenture Trustee, notice of its selection of such Extension Period one Business Day prior to the 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 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 Institutional 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 10 Business Days prior to the earlier of (i) the Interest Payment Date or (ii) the date upon which the Company is required to give notice of the record or payment date of such interest payment to 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 permitted hereunder.

Extension of Interest Payment Period. The So long as the Company shall have not be in default in the rightpayment of interest on the Convertible Debentures, the Company has the right at any time and from time to time time, during the term of the Subordinated Convertible Debentures, to extend the defer payments of interest payment period of such Subordinated Debentures for up to twenty (20) successive periods not exceeding 20 consecutive quarters for each Extension Period. At the end of each Extension Period, the Company shall pay all interest then accrued and unpaid including, to the extent permitted by applicable law, any Additional Interest, together with interest thereon compounded quarterly at the rate specified for the convertible Debentures to the extent permitted by applicable law (the "Extended Interest Payment PeriodCompound Interest"); [provided, that, that during any such Extended Interest Payment Extension Period, (a) the Company may shall not declare or pay any dividend dividends on, make any distributions distribution with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect too, any of its capital stock (other than (iA)(i) purchases or acquisitions of shares of the Company's capital stock (or capital stock equivalents) in connection with the satisfaction by the Company common of its obligations under Company's capital stock (or capital stock equivalents) in connection with the satisfaction by the Company of its obligations under any officers, directors or employee benefit plans (or any options or other contractual obligation instruments issued thereunder) or the satisfaction by the Company of its obligations pursuant to any contract or security requiring the Company to purchase shares of the Company Company's capital stock (other than a contractual obligation ranking PARI PASSU with or junior to the Subordinated Debenturescapital stock equivalents), (ii) purchases of shares of the Company's capital stock (or capital stock equivalents) from officers, directors or employees of the Company or its subsidiaries pursuant to employment agreements or upon termination of employment or retirement, (iii) as a result of a reclassification reclassification, combination or subdivision of Company the Company's capital stock or the exchange or conversion of one class or series of Company the Company's capital stock for another class or series of Company the Company's capital stock, (iv) dividends or distributions of shares of common stock or on common stock, (iiiv) the purchase of fractional interests in shares of Company the Company's capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the any security being converted or exchangedexchanged into such capital stock, (vi) dividends or distributions on, or redemptions, purchases or acquisitions of, or liquidation payments with respect to, the Series B Preferred Stock, (vii) any dividend or distribution of capital stock (or capital stock equivalents) in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, or (B) guarantee payments made with respect to any of the foregoing), (b) the Company may shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which that rank PARI PASSU pari passu with or junior to the Subordinated Convertible Debentures and (c) the Company may shall not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee). To Guarantee or the extent permitted by applicable law, interest, the payment of which has been deferred because Company's guarantee of the extension of the interest payment period pursuant to this Section 4.1, will bear interest compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"Trust Common Securities). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred Interest") which shall be payable to the holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period. .] Prior to the termination of any Extended Interest Payment Periodsuch Extension Period of less than 20 consecutive quarters, the Company may further extend defer payments of interest by extending he interest payment period; provided, however, that, such periodExtension Period, PROVIDED that such period together with including all such previous and further extensions thereof shall extensions, may not exceed twenty (20) 20 consecutive quarters or extend beyond the maturity of the Subordinated Convertible Debentures. Upon the termination of any Extended Interest Payment Period Extension period and upon the payment of all Deferred Interest amounts then duedue on the Convertible Debentures, the Company may select com mence a new Extended Interest Payment Extension Period, subject to the foregoing requirementsterms set forth in this section. No interest shall be due and or payable on the Convertible Debentures during an Extended Interest Payment Extension Period, except at the end thereof.

Extension of Interest Payment Period. The Company ------------------------------------- shall have the right, at any time time, and from time to time time, during the term of the Subordinated Debentures, to extend defer payments of interest by extending the interest payment period of such Subordinated Debentures for up to twenty (20) a period not exceeding 20 consecutive quarters (the an "Extended Interest Payment Extension Period"), at the end of which Extension Period the Company shall pay all interest then accrued and unpaid together with interest thereon compounded quarterly at the rate specified for the Debentures to the extent permitted by applicable law ("Compound Interest"); provided, provided that, during any such Extended Interest Payment PeriodExtension -------- Period or an extension period or other deferral of interest feature under any debt security of the Company that ranks pari passu with the Debentures, (a) the ---- ----- Company may shall not declare or pay any dividend dividends on, make any distributions distribution with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any to an of its capital stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Subordinated Debentures), (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), and (b) the Company may shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem the Debentures or any debt securities (including guarantees) issued by the Company which that rank PARI PASSU pari passu with or junior to the Debentures; provided, however, that the ---- ----- -------- ------- foregoing restrictions do not apply to (i) any interest or dividend payment by the Company, where the interest or dividend is paid by way of the issuance of securities that rank junior to the Subordinated Debentures Debentures, (ii) any payments of interest, principal or premium, if any, on, or repayment, repurchase or redemption of, the Subordinated Notes and (ciii) any payments or distributions with respect to, or redemptions, purchases or acquisitions of, or any payments in liquidation of, the Company may not make PERCS (including any guarantee payments of the foregoing with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee). To the extent permitted guarantee agreement entered into 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 compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on for the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred Interest") which shall be payable to benefit of the holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment PeriodPERCS). Prior to the termination of any Extended Interest Payment such Extension Period, the Company may further extend such defer payments of interest by extending the interest payment period; provided, PROVIDED however, that such period together with Extension Period, including all such -------- ------- previous and further extensions thereof shall extensions, may not exceed twenty (20) 20 consecutive quarters or extend beyond the maturity of the Subordinated Debenturesquarters. Upon the termination of any Extended Interest Payment Extension Period and upon the payment of all Deferred Interest amounts then due, the Company may select commence a new Extended Interest Payment PeriodExtension Period for up to 20 consecutive quarters, subject to the foregoing requirementsterms set forth in this Section 4.01. No interest shall be due and payable during an Extended Interest Payment Extension Period, except at the end thereof. SECTION 4.02.

Extension of Interest Payment Period. The 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 Subordinated Debentures, to extend the interest payment period of such Subordinated Debentures for up to twenty 20 consecutive quarterly periods (20each such extended interest payment period, an "EXTENSION PERIOD"), during which Extension Period no interest (including Additional Interest) consecutive quarters (the "Extended shall be due and payable. No Extension Period may end on a date other than an Interest Payment Period"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); providedPROVIDED, thatHOWEVER, that no Extension Period may extend beyond the Maturity Date; PROVIDED FURTHER, HOWEVER, that during any such Extended Interest Payment Extension Period, (a) the Company may shall not and shall not permit any Affiliate to (i) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase or purchase, acquire, or make a liquidation payment with respect to, any of its the Company's or such Affiliate's capital stock (other than (i) purchases payments of dividends or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior distributions to the Subordinated Debentures), Company) or make any guarantee payments with respect to the foregoing or (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by 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 rank PARI PASSU 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 Subordinated Debentures and (c) the Company may not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Capital Securities Guarantee). 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 compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred Interest") which shall be payable to the holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period. Prior to the termination of any Extended Interest Payment Extension Period, the Company may further extend such period, PROVIDED provided that such period together with all such previous and further consecutive extensions thereof shall not exceed twenty (20) 20 consecutive quarters quarterly periods, or extend beyond the maturity of the Subordinated DebenturesMaturity Date. Upon the termination of any Extended Interest Payment Extension Period and upon the payment of all Deferred Interest then dueaccrued and unpaid interest and Additional Interest, the Company may select commence a new Extended Interest Payment Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extended Interest Payment 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 the regular record date (as such term is used in Section 2.8) immediately preceding the 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. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. The Company shall have the right, right at any time time, and from time to time time, during the term of the Subordinated DebenturesSenior Notes, to extend defer payments of interest by extending the interest payment period of such Subordinated Debentures Senior Notes for up to twenty (20) consecutive quarters a period not extending, in the aggregate, beyond the Maturity Date of the Senior Notes (the "Extended Interest Payment Extension Period"); provided, that, during any such Extended Interest Payment Period, (a) the Company may not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Subordinated Debentures), (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU with or junior to the Subordinated Debentures Extension Period no interest shall be due and (c) the Company may not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee)payable. 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 4.12.8, will bear interest thereon at the rate of ___% until November 16, 2002, and at the Reset Rate thereafter compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Extension Period ("Compounded Interest"). At the end of the Extended Interest Payment Extension Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Senior Notes and Compounded Interest and Additional Interest (together, "Deferred Interest") which that shall be payable to the holders Holders of the Subordinated Debentures Senior Notes in whose names the Subordinated Debentures Senior Notes are registered in the Security Register on the first record date Record Date after the end of the Extended Interest Payment Extension Period. During any such Extension Period or an Event of Default, however, the Company shall not (a) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank junior to the Senior Notes in the right of payment issued by the Company, or (b) make any guarantee payments with respect to any guarantee by the Company of any securities of any of its subsidiaries if such guarantee ranks junior to the Senior Notes in right of payment or (c) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, except for or as a result of dividends or distributions in, or options, warrants or rights to subscribe for or purchase, the Company's common stock; any declaration of a dividend in connection with the implementation of a shareholder's rights plan, or the issuance of shares under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; a reclassification of the Company's capital stock solely into shares of one or more classes or series of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for or into another class or series of the Company's capital stock; the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and the purchase of the Company's common stock in connection with the Company's normal course issuer bid-purchases for the satisfaction by the Company of its obligations under any benefit plans for the Company and the Company's subsidiaries' directors, officers or employees of the Company's dividend reinvestment plans. Prior to the termination expiration of any Extended Interest Payment Extension Period, the Company may further extend such period, PROVIDED provided that such period together with all such previous and further extensions thereof shall not exceed twenty (20) consecutive quarters or extend beyond the maturity Maturity Date of the Subordinated DebenturesSenior Notes. Upon the termination of any Extended Interest Payment Extension Period and upon the payment of all Deferred Interest then due, the Company may select commence a new Extended Interest Payment Extension Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, Extension Period except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of an Extension Period.

Extension of Interest Payment Period. The Company shall have the right, right at any time time, and from time to time time, during the term of the Subordinated Debentures, to extend defer payments of interest by extending the interest payment period of such Subordinated Debentures for up to twenty (20) consecutive quarters a period not extending, in the aggregate, beyond the Maturity Date of the Debentures (the "Extended Interest Payment Period"); provided, that, during any such which Extended Interest Payment Period, (a) the Company may not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Subordinated Debentures), (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU with or junior to the Subordinated Debentures Period no interest shall be due and (c) the Company may not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee)payable. 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 4.13.1, will bear interest thereon at the rate of __% until November 15, 2000, and at the Reset Rate thereafter compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Additional Interest and Compounded Interest and Additional Interest (together, "Deferred Interest") which that shall be payable to the holders Holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period; provided, however, that during any such Extended Interest Payment Period, (a) the Company shall not declare or pay dividends or make any distribution with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock of the Company in connection with the satisfaction by the Company of its obligations under any employee benefit plans or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Company to purchase capital stock of the Company, (ii) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company capital stock, (iii) 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, (iv) dividends or distributions in capital stock of the Company and (v) redemptions or purchases of any rights pursuant to the Rights Agreement or any successor to the Rights Agreement, and the declaration thereunder of a dividend of rights in 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 respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee). Prior to the termination of any Extended Interest Payment Period, the Company may further extend such period, PROVIDED provided that such period together with all such previous and further extensions thereof shall not exceed twenty (20) consecutive quarters or extend beyond the maturity date of the Subordinated Debentures. Upon the termination of any Extended Interest Payment Period and upon the payment of all Deferred Interest then due, the Company may select commence a new Extended Interest Payment Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof, but the Company may prepay at any time all or any portion of the interest accrued during an Extended Interest Payment Period.

Extension of Interest Payment Period. The 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 Subordinated Debentures, to extend the interest payment period of such Subordinated Debentures for up to twenty 20 consecutive quarterly periods (20each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) consecutive quarters shall be due and payable (the "Extended except any Additional Sums that may be due and payable). No Extension Period may end on a date other than an Interest Payment Date. During an Extension Period, interest will continue to accrue on the Debentures, and interest on such accrued interest will accrue at an annual rate equal to the Interest Rate in effect for such Extension Period, compounded quarterly from the date such interest would have been payable were it not for the Extension Period, to the extent permitted by law (such interest referred to herein as "Additional Interest"). 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, thathowever, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extended Interest Payment Extension Period, (a) the Company may shall not and shall not permit any Affiliate of the Company controlled by the Company to (i) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase or purchase, acquire, or make a liquidation payment with respect to, any of its the Company's or such Affiliate's capital stock (other than (i) purchases payments of dividends or acquisitions of shares of Company common stock in connection with the satisfaction by distributions to the Company of its obligations under any employee benefit plans or any other contractual obligation a Subsidiary of the Company (other than a contractual obligation ranking PARI PASSU Company) or make any guarantee payments with or junior respect to the Subordinated Debentures), foregoing; or (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued of the Company or any Affiliate of the Company controlled by the Company that rank PARI PASSU in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) and (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company or any Subsidiary 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 of such Subsidiary (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 in the case of a Subsidiary of the Company, any class or series of such Subsidiary'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 (or in the case of indebtedness of a Subsidiary of the Company, of any class or series of such Subsidiary's indebtedness for any class or series of such Subsidiary's capital stock), (c) the purchase of fractional interests in shares of the Company's capital stock (or the capital stock of a Subsidiary) 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 rank 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 Subordinated Debentures and (c) the Company may not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Capital Securities Guarantee). 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 compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred Interest") which shall be payable to the holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period. Prior to the termination of any Extended Interest Payment Extension Period, the Company may further extend such period, PROVIDED provided that such period together with all such previous and further consecutive extensions thereof shall not exceed twenty (20) 20 consecutive quarters quarterly periods, or extend beyond the maturity of the Subordinated DebenturesMaturity Date. Upon the termination of any Extended Interest Payment Extension Period and upon the payment of all Deferred Interest then dueaccrued and unpaid interest and Additional Interest, the Company may select commence a new Extended Interest Payment Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extended Interest Payment Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during an 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 an Extension Period at least 5 Business Days prior to the regular record date (as such term is used in Section 2.8) immediately preceding the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend an Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. The (a) So long as no ------------------------------------ Event of Default shall have occurred and be continuing, the Company shall have the right, at any time and from time to time during the term of the Subordinated DebenturesSecurities, from time to time, to extend defer the payment of interest payment period of such Subordinated Debentures on the Debt Securities for up to twenty (20) 20 consecutive quarters with respect to each deferred period (the each, an "Extended Interest Payment Extension Period"), during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period the Company shall pay all interest then accrued and unpaid on the Debt Securities (together with Additional Interest thereon, if any, at the annual rate of %, compounded quarterly, to the extent permitted by applicable law), provided, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Debt Securities; provided, thatfurther, that during any such Extended Interest Payment Extension Period, (a) neither the Company may not nor the Guarantor shall (i) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Subordinated Debentures), (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem redeem, any debt securities (including guarantees) security issued by the Company which rank PARI PASSU it that ranks pari passu with or junior in interest to the Subordinated Debentures and (c) the Company may not Securities or make any guarantee payments with respect to any guaranty by the foregoing Company or the Guarantor of the debt securities of any Subsidiary of the Company or the Guarantor that by their terms rank pari passu with or junior in interest to the Securities (other than (a) dividends or distributions in Common Stock, (b) any declaration of a dividend in connection with the implementation of a Rights Plan, the issuance of any Common Stock or any class or series of preferred stock of the Company or the Guarantor under any Rights Plan or the repurchase of any rights distributed pursuant to a Rights Plan, (c) purchases of Common Stock related to the Preferred Securities Guarantee). To the extent permitted by applicable law, interest, the payment issuance of which has been deferred because Common Stock under any of the extension of Company's or the interest payment period pursuant to this Section 4.1Guarantor's benefit plans for their respective directors, will bear interest compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"officers or employees). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred Interest") which shall be payable to the holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period. Prior to the termination of any Extended Interest Payment such Extension Period, the Company may further extend such the interest payment period. Notwithstanding any provision of this Supplemental Indenture No. 1 or the Indenture to the contrary, PROVIDED that such period together with all such further extensions thereof no Extension Period shall not exceed twenty (20) 20 consecutive quarters or extend beyond the maturity Maturity Date of the Subordinated DebenturesSecurities. Upon the termination of any Extended Interest Payment such Extension Period and upon the payment of all Deferred accrued and unpaid interest and any Additional Interest then due, the Company may select elect to begin a new Extended Interest Payment Extension Period, subject to the foregoing requirementsrequirements hereof. No interest shall be due and payable during an Extended Interest Payment Extension Period, except at the end thereof. The Company shall give the Holders of the Securities and the Property Trustee, the Administrative Trustee and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities would have been payable except for the election to begin such Extension Period or (ii) the date the Administrative Trustee is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the holders of the outstanding Securities, and pursuant to Section 8.2 of the Trust Agreement, within five Business Days following receipt of notice of the Company's election to defer the payment of interest on the Securities, the Administrative Trustee shall notify the holders of the Preferred Securities and the Property Trustee of such election.

Extension of Interest Payment Period. The SECTION 3.01. So long as the Company is not in default in the payment of interest on the Series __% Debentures, the Company shall have the right, at any time and from time to time during the term of the Subordinated Series __% Debentures, from time to time to extend the interest payment period of such Subordinated Series __% Debentures for up to twenty (20) 60 consecutive quarters 7 9 monthly interest periods (the "Extended Interest Payment Period"); provided, thatat the end of which period the Company shall pay all interest accrued and unpaid thereon (together with interest thereon at the rate of __% per annum to the extent permitted by applicable law, during any compounded monthly ("Compounded Interest")). During such Extended Interest Payment Period, (a) Period the Company may and the Guarantor shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a distribution or liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Subordinated Debentures), (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU with or junior to the Subordinated Debentures and (c) the Company may not make any guarantee payments with respect to the foregoing (other than pursuant to (i) payments under the Preferred Securities Guarantee). To Guarantee or the extent permitted by applicable lawequivalent preferred securities guarantees respecting preferred securities of Aetna Capital Trust __, interest__ or __, the payment (ii) acquisitions of which has been deferred because shares of the extension Company's or the Guarantor's common stock in connection with the satisfaction by the Company or the Guarantor, as the case may be, of its obligations under any employee benefit plan, (iii) stock repurchases in the open market, (iv) redemptions of any share purchase rights issued by the Company or the Guarantor or the declaration of a dividend of share purchase rights, (v) accrued dividends (and cash in lieu of fractional shares) upon the conversion of any preferred stock of the interest payment period pursuant Company or the Guarantor as may be outstanding from time to this Section 4.1time, will bear interest compounded quarterly at in each case in accordance with the Coupon Rate for each quarter terms of the Extended Interest Payment Period such stock and ("Compounded Interest"). At the end of the Extended Interest Payment Period, vi) stock dividends paid by the Company shall pay all interest accrued and unpaid on or the Subordinated Debentures, including Guarantor or any Compounded Interest and Additional Interest ("Deferred Interest") which shall be payable to dividends paid by the holders Company provided the Company is a direct or indirect wholly owned subsidiary of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment PeriodGuarantor). Prior to the termination of any such Extended Interest Payment Period, the Company may pay all or any portion of the interest accrued on the Series __% Debentures on any Interest Payment Date to holders of record on the regular record date for such Interest Payment Date or from time to time further extend such period, PROVIDED Period; provided that such period Period together with all such further extensions thereof shall not exceed twenty (20) 60 consecutive quarters or extend beyond the maturity of the Subordinated Debenturesmonthly interest periods. Upon the termination of any Extended Interest Payment Period and upon the payment of all Deferred Interest accrued and unpaid interest then due, together with Compounded Interest, the Company may select a new Extended Interest Payment Period, subject to the foregoing requirements. However, if the Company establishes a trust pursuant to Section 11.01(b) of the Indenture, it shall be permitted at the date of establishment to extend the interest payment period for only one Extended Interest Payment Period (including any Extended Interest Payment Period outstanding at the date of such establishment). No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof. At the end of the Extended Interest Payment Period the Company shall pay all interest accrued and unpaid on the Series __% Debentures including any Compounded Interest which shall be payable to the holders of the Series __% Debentures in whose names the Series __% Debentures are registered in the Debenture register on the first record date after the end of the Extended Interest Payment Period.

Extension of Interest Payment Period. The Company shall have the right, at any time and from time to time during the term of the Subordinated Debentures, to extend the interest payment period of such Subordinated Debentures for up to twenty (20) consecutive quarters (the "Extended Interest Payment Period"); provided, that, during any such Extended Interest Payment Period, (a) the Company may not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU pari passu with or junior to the Subordinated Debentures), (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU pari passu with or junior to the Subordinated Debentures and (c) the Company may not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee). 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 compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred Interest") which shall be payable to the holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period. Prior to the termination of any Extended Interest Payment Period, the Company may further extend such period, PROVIDED provided that such period together with all such further extensions thereof shall not exceed twenty (20) consecutive quarters or extend beyond the maturity of the Subordinated Debentures. Upon the termination of any Extended Interest Payment Period and upon the payment of all Deferred Interest then due, the Company may select a new Extended Interest Payment Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof.

Extension of Interest Payment Period. The 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 Subordinated Debentures, to extend the interest payment period of such Subordinated Debentures for up to twenty 20 consecutive quarterly periods (20each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) consecutive quarters shall be due and payable (the "Extended except any Additional Sums that may be due and payable). No Extension Period may end on a date other than an Interest Payment Date. During an Extension Period, interest will continue to accrue on the Debentures, and interest on such accrued interest will accrue at an annual rate equal to the Interest Rate in effect for such Extension Period, compounded quarterly from the date such interest would have been payable were it not for the Extension Period, to the extent permitted by law (such interest referred to herein as "Additional Interest"). 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, thathowever, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extended Interest Payment Extension Period, (a) the Company may shall not and shall not permit any Affiliate of the Company controlled by the Company to (i) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase or purchase, acquire, or make a liquidation payment with respect to, any of its the Company's or such Affiliate's capital stock (other than (i) purchases payments of dividends or acquisitions of shares of Company common stock in connection with the satisfaction by distributions to the Company of its obligations under any employee benefit plans or any other contractual obligation an Affiliate of the Company (other than a contractual obligation ranking PARI PASSU controlled by the Company) or make any guarantee payments with or junior respect to the Subordinated Debentures), foregoing; or (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued of the Company or any Affiliate of the Company controlled by the Company that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) and (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company or any Affiliate of the Company controlled by 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 of such Affiliate (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 an Affiliate of the Company controlled by the Company) for any class or series of the Company's capital stock (or in the case of an Affiliate of the Company controlled by the Company, any class or series of such Affiliate'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 (or in the case of indebtedness of an Affiliate of the Company controlled by the Company, of any class or series of such Affiliate's indebtedness for any class or series of such Affiliate's capital stock), (c) the purchase of fractional interests in shares of the Company's capital stock (or the capital stock of an Affiliate of the Company controlled by the Company) 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 rank PARI PASSU 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 Subordinated Debentures and (c) the Company may not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Capital Securities Guarantee). 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 compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred Interest") which shall be payable to the holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period. Prior to the termination of any Extended Interest Payment Extension Period, the Company may further extend such period, PROVIDED provided that such period together with all such previous and further consecutive extensions thereof shall not exceed twenty (20) 20 consecutive quarters quarterly periods, or extend beyond the maturity of the Subordinated DebenturesMaturity Date. Upon the termination of any Extended Interest Payment Extension Period and upon the payment of all Deferred Interest then dueaccrued and unpaid interest and Additional Interest, the Company may select commence a new Extended Interest Payment Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extended Interest Payment Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during an 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 an Extension Period at least 5 Business Days prior to the regular record date (as such term is used in Section 2.8) immediately preceding the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend an Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. The Company shall have the right, at any time and from time to time during the term of the Subordinated Debentures, to extend the interest payment period of such Subordinated Debentures for up to twenty (20) consecutive quarters (the "Extended Interest Payment Period"); provided, that, during any such Extended Interest Payment Period, (a) the Company may not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU pari passu with or junior to the Subordinated Debentures), (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU pari passu with or junior to the Subordinated Debentures to which such Extended Interest Payment Period applies and (c) the Company may not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee). 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 compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred Interest") which shall be payable to the holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period. Prior to the termination of any Extended Interest Payment Period, the Company may further extend such period, PROVIDED provided that such period together with all such further extensions thereof shall not exceed twenty (20) consecutive quarters or extend beyond the maturity of the Subordinated Debentures. Upon the termination of any Extended Interest Payment Period and upon the payment of all Deferred Interest then due, the Company may select a new Extended Interest Payment Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof.

Extension of Interest Payment Period. The So long as no Event of Default has occurred or is continuing under the Indenture, the Company shall have the right, right at any time and from time to time during the term of the Subordinated Debentures, from time to extend time, to defer the payment of interest payment period of on such Subordinated Debentures for up to twenty a period not extending, in the aggregate, beyond the maturity date of the Debentures (20) consecutive quarters (the each an "Extended Interest Payment Extension Period"), during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest thereon to the extent permitted by applicable law); provided, that, provided that during any such Extended Interest Payment Extension Period, (a) the Company may will not, and will not permit any Subsidiary of the Company to, (i) declare or pay any dividend on, make any dividends or distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Subordinated Debentures), (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company Company's outstanding capital stock or (iiiii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interestprincipal of, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by security of the Company which rank PARI PASSU that ranks pari passu with or junior in interest to the Subordinated Debentures and (c) the Company may not or make any guarantee payments with respect to any guarantee by the foregoing Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures (other than (a) dividends or distributions in Common Stock of the Company, (b) redemptions or purchases of any rights pursuant to the Preferred Securities GuaranteeCompany's Rights Plan, or any successor to such Rights Plan, and the declaration of a dividend of such rights or the issuance of Stock under such plans in the future, (c) payments under any Lincoln Guarantee (as defined in the Indenture), and (d) purchases of Common Stock related to the issuance of Common Stock under any of the Company's benefit plans for its directors, officers or employees). To Prior to the extent permitted by applicable law, interesttermination of any such Extension Period, the payment of which has been deferred because of the extension of Company may further extend the interest payment period pursuant to this Section 4.1period, will bear interest compounded quarterly at provided that no Extension Period shall extend beyond the Coupon Rate for each quarter Maturity of the Extended Interest Payment Period ("Compounded Interest")Debentures. At the end of the Extended Interest Payment an Extension Period, the Company shall pay all interest then accrued and unpaid on (together with the Subordinated Debenturesinterest thereon at the rate of __% until ________, including any Compounded Interest 2001 and Additional Interest ("Deferred Interest") which shall be payable at the Reset Rate thereafter to the holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period. Prior to the termination of any Extended Interest Payment Period, the Company may further extend such period, PROVIDED extent that such period together with all such further extensions thereof shall not exceed twenty (20) consecutive quarters or extend beyond the maturity of the Subordinated Debentures. Upon the termination of any Extended Interest Payment Period and upon the payment of all Deferred Interest then due, the Company may select a new Extended Interest Payment Period, subject to the foregoing requirementssuch interest is enforceable under applicable law). No interest shall be due and payable during an Extended Interest Payment Period, Extension Period except at the end thereof.

Extension of Interest Payment Period. The 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 Subordinated Debentures, to extend the interest payment period of such Subordinated Debentures for up to twenty 20 consecutive quarterly periods (20each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) consecutive quarters shall be due and payable (the "Extended except any Additional Sums that may be due and payable). No Extension Period may end on a date other than an Interest Payment Date. During an Extension Period, interest will continue to accrue on the Debentures, and interest on such accrued interest will accrue at an annual rate equal to the Interest Rate in effect for such Extension Period, compounded quarterly from the date such interest would have been payable were it not for the Extension Period, to the extent permitted by law (such interest referred to herein as "Additional Interest"). 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, thathowever, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extended Interest Payment Extension Period, (a) the Company may shall not and shall not permit any Affiliate of the Company controlled by the Company to (i) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase or purchase, acquire, or make a liquidation payment with respect to, any of the Company's share capital or its Affiliate's capital stock (other than (i) purchases payments of dividends or acquisitions of shares of Company common stock in connection with the satisfaction by distributions to the Company of its obligations under any employee benefit plans or any other contractual obligation a Subsidiary of the Company (other than a contractual obligation ranking PARI PASSU Company) or make any guarantee payments with or junior respect to the Subordinated Debentures), foregoing; or (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued of the Company or any Affiliate of the Company controlled by the Company that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) and (ii) above, (a) repurchases, redemptions or other acquisitions of shares or capital stock of the Company or any Subsidiary 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 shareholder share purchase plan or in connection with the issuance of share capital or capital stock of the Company or of such Subsidiary (or securities convertible into or exercisable for such share capital or 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 share capital (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's share capital (or in the case of a Subsidiary of the Company, any class or series of such Subsidiary's capital stock) or of any class or series of the Company's indebtedness for any class or series of the Company's share capital (or in the case of indebtedness of a Subsidiary of the Company, of any class or series of such Subsidiary's indebtedness for any class or series of such Subsidiary's capital stock), (c) the purchase of fractional interests in the Company's share capital (or the capital stock of a Subsidiary of the Company) pursuant to the conversion or exchange provisions of such share capital or capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any shareholders' rights plan, or the issuance of rights, shares, stock or other property under any shareholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (e) any dividend in the form of shares, stock, warrants, options or other rights where the bonus shares, dividend stock, shares or the stock issuable upon exercise of such warrants, options or other rights are the same shares or stock as those on which rank PARI PASSU the dividend is being paid or ranks pari passu with or junior to such shares or stock and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Subordinated Debentures and (c) the Company may not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee). 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 compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred Interest") which shall be payable to the holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period. Prior to the termination of any Extended Interest Payment Extension Period, the Company may further extend such period, PROVIDED provided that such period together with all such previous and further consecutive extensions thereof shall not exceed twenty (20) 20 consecutive quarters quarterly periods, or extend beyond the maturity of the Subordinated DebenturesMaturity Date. Upon the termination of any Extended Interest Payment Extension Period and upon the payment of all Deferred Interest then dueaccrued and unpaid interest and Additional Interest, the Company may select commence a new Extended Interest Payment Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extended Interest Payment Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during an 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 an Extension Period at least 5 Business Days prior to the regular record date (as such term is used in Section 2.8) immediately preceding the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend an Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. The 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 Subordinated Debentures, to extend the interest payment period of such Subordinated Debentures for up to twenty 20 consecutive quarterly periods (20each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) consecutive quarters shall be due and payable (the "Extended except any Additional Sums that may be due and payable). No Extension Period may end on a date other than an Interest Payment Date. During an Extension Period, interest will continue to accrue on the Debentures, and interest on such accrued interest will accrue at an annual rate equal to the Interest Rate in effect for such Extension Period, compounded quarterly from the date such interest would have been payable were it not for the Extension Period, to the extent permitted by law (such interest referred to herein as "Additional Interest"). 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, thathowever, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extended Interest Payment Extension Period, (a) the Company may shall not and shall not permit any Affiliate of the Company controlled by the Company to (i) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase or purchase, acquire, or make a liquidation payment with respect to, any of its the Company's or such Affiliate's capital stock (other than (i) purchases payments of dividends or acquisitions of shares of Company common stock in connection with the satisfaction by distributions to the Company of its obligations under any employee benefit plans or any other contractual obligation a Subsidiary of the Company (other than a contractual obligation ranking PARI PASSU Company) or make any guarantee payments with or junior respect to the Subordinated Debentures), foregoing; (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued of the Company or any Affiliate of the Company controlled by the Company that rank pari passu in all respects with or junior in interest to the Debentures; or (iii) enter into, amend or modify any contracts with shareholders holding more than 10% of the outstanding shares of common stock of the Company that could require cash payments by the Company to such shareholders, unless the transaction in which rank PARI PASSU such contract or amendment to or modification to such contract relates is entered into on an arm's length basis in the ordinary course of business (it being understood and agreed that for the purpose of this clause (iii) a transaction shall be conducted on an arm's length basis if such contract was approved by a committee of the Company's Independent Directors) (other than, with respect to clauses (i) and (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company or any Subsidiary 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 of such Subsidiary (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 in the case of a Subsidiary of the Company, any class or series of such Subsidiary'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 (or in the case of indebtedness of a Subsidiary of the Company, of any class or series of such Subsidiary's indebtedness for any class or series of such Subsidiary's capital stock), (c) the purchase of fractional interests in shares of the Company's capital stock (or the capital stock of a Subsidiary of the Company) 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 Subordinated Debentures and (c) the Company may not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Capital Securities Guarantee). 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 compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred Interest") which shall be payable to the holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period. Prior to the termination of any Extended Interest Payment Extension Period, the Company may further extend such period, PROVIDED provided that such period together with all such previous and further consecutive extensions thereof shall not exceed twenty (20) 20 consecutive quarters quarterly periods, or extend beyond the maturity of the Subordinated DebenturesMaturity Date. Upon the termination of any Extended Interest Payment Extension Period and upon the payment of all Deferred Interest then dueaccrued and unpaid interest and Additional Interest, the Company may select commence a new Extended Interest Payment Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extended Interest Payment Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during an 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 an Extension Period at least 5 Business Days prior to the regular record date (as such term is used in Section 2.8) immediately preceding the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend an Extension Period. 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) The Company shall have the right, right at any time and from time to time during the term of the Subordinated Debenturestime, subject to certain conditions, to extend defer payments of interest on the Capital Securities by extending interest payment period of such Subordinated Debentures periods for up to twenty periods (20) consecutive quarters (the each, an "Extended Interest Payment Extension Period"); provided, thateach not exceeding 10 consecutive semi-annual payment periods (all interest that shall accrue on the Capital Securities, including, to the extent permitted by law, interest on interest, during an Extension Period is herein called "Deferred Interest"); provided that during any such Extended Interest Payment Period, Extension Period (ai) the Company may shall not declare or pay any dividend dividends on, or make any distributions a distribution with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock Capital Stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Subordinated Debentures), (iia) as a result of a reclassification of Company capital stock or the an exchange or conversion of one any class or series of Company capital the Company's Capital Stock or rights to acquire such stock for another any other class or series of Company capital stock the Company's Capital Stock or rights to acquire such stock, (iiib) the purchase of fractional interests in shares of Company capital stock the Company's Capital Stock pursuant to the conversion or exchange provisions of such Company capital stock Capital Stock or the security being converted or exchanged, (c) dividends or distributions made on the Company's Capital Stock or rights to acquire such stock with the Company's Capital Stock or rights to acquire such stock or (d) purchases of Common Shares related to the issuance of Common Shares or rights or options under any of the Company's benefit plans for its directors, officers, employees or other persons within the definition of "employee" under any employee benefit plan of the Company, 21 17 or related to the issuance of Common Shares or rights under a dividend reinvestment plan or stock purchase plan), and (bii) the Company may shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guaranteesexcluding, for the avoidance of doubt, Senior Indebtedness, current payables, accrued liabilities, provisions for reclamation, mine closure and waste rock removal, and income and mining taxes payable, in respect of which such payments, repayments, repurchase and redemptions may be made) issued by the Company which or any guarantee issued by the Company that, in either case, rank PARI PASSU pari passu with or junior to the Subordinated Debentures and (c) the Company may not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee). 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 compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred Interest") which shall be payable to the holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment PeriodCapital Securities. Prior to the termination of any Extended Interest Payment Extension Period, the Company may further extend such perioddefer payments of interest by extending the interest payment period on the Capital Securities; provided, PROVIDED however, that such period together with further Extension Period, including all such previous and further extensions thereof shall extensions, may not exceed twenty (20) 10 consecutive quarters or semi-annual payment periods and may not extend beyond the maturity of the Subordinated DebenturesCapital Securities. Upon the termination of any Extended Interest Payment Extension Period and upon the payment of all Deferred Interest then dueInterest, the Company may select commence a new Extended Interest Payment PeriodExtension Period for up to 10 consecutive semi-annual payment periods, subject to the foregoing requirementsterms set forth in this section. During an Extension Period, interest on the Capital Securities will accrue at the rate of 12% per annum, compounded semi-annually, and holders of Capital Securities will be required to accrue interest income for United States Federal income tax purposes prior to receipt of cash related to such interest income. All interest accrued during an Extension Period shall be paid on the Interest Payment Date at the end of such Extension Period. No interest shall payments will be due and payable required to be made during an Extended Interest Payment Period, Extension Period except at the end thereof.

Extension of Interest Payment Period. The So long as no Event of Default has occurred and is continuing, the Company shall have the right, right at any time and from time to time during the term of the Subordinated DebenturesSecurities of this series from time to time, to extend defer the payment of interest payment period of on such Subordinated Debentures Securities for up to twenty 10 consecutive semi-annual periods with respect to each deferral period (20) consecutive quarters (the each an "Extended Interest Payment Extension Period"), during which periods interest will compound semi-annually and the Company shall have the right to make partial payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest thereon, if any, to the extent permitted by applicable law); provided, that, provided that during any such Extended Interest Payment Extension Period, the Company shall not, and shall not permit any Subsidiary to, (a) the Company may not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Subordinated Debentures), (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company Company's capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interestprincipal, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which (including other Securities of any series) that rank PARI PASSU pari passu with or junior in interest to such Securities (other than (i) dividends or distributions in common stock of the Company, (ii) redemptions or repurchases of any rights, or the declaration of a dividend of any rights, or the issuance of any security under any future rights plan of the Company, (iii) purchases or acquisitions of shares of common stock in connection with the satisfaction by the Company of its obligations under any benefit plans for its or its Subsidiaries' directors, officers, employees or independent contractors, (iv) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock or (v) the purchase of fractional interests in shares of the Company's capital stock pursuant to the Subordinated Debentures and (c) conversion or exchange provisions of such capital stock of the Company may not or the security being converted or exchanged) or make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee). 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 compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred Interest") which shall be payable to the holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Periodforegoing. Prior to the termination of any Extended Interest Payment such Extension Period, the Company may further extend such periodExtension Period, PROVIDED provided that such period Extension Period together with all such previous and further extensions thereof shall not exceed twenty (20) 10 consecutive quarters semi-annual periods or extend beyond the maturity Stated Maturity of the Subordinated DebenturesSecurities of this series. Upon the termination of any Extended Interest Payment such Extension Period and upon the payment of all Deferred accrued and unpaid interest and any Additional Interest then duedue on any Interest Payment Date, the Company may select commence a new Extended Interest Payment Extension Period, subject to the foregoing above requirements. No interest shall be due and payable during an Extended Interest Payment Period, Extension Period except at the end thereof. The Company shall give the Holders of the Securities of this series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on the Securities would be payable but for such deferral or, so long as the Securities are held by the Trust prior to the earlier of (i) the next succeeding date on which the Distributions on the Capital Securities are payable or (ii) the date the Regular Trustees are required to give notice to the New York Stock Exchange, the Nasdaq National Market or other applicable self-regulatory organization or to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date.

Extension of Interest Payment Period. The Company shall have the right, at any time and from time to time during the term of the Subordinated Debentures, from time to extend time, to defer payments of interest by extending the interest payment period of such Subordinated Debentures for up to twenty (20) 20 consecutive quarters (the "Extended Interest Payment Period"); providedprovided that no Extended Interest Payment Period may extend beyond the Stated Maturity Date or end on a date other than an Interest Payment Date, thatand provided further, that during any such Extended Interest Payment Period, (a) neither the Company may not nor any of its subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases dividends or acquisitions of shares of Company distributions in common stock of the Company, or any declaration of a non-cash dividend in connection with the satisfaction by implementation of a shareholder rights plan, or the Company issuance of its obligations stock under any employee benefit plans such plan in the future, or the redemption or repurchase of any other contractual obligation such rights pursuant thereto, (ii) purchases of common stock of the Company (other than a contractual obligation ranking PARI PASSU with or junior related to the Subordinated Debentures)rights under any of the Company's benefit plans for its directors, officers, officers of employees, (iiiii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company its capital stock for another class or series of Company its capital stock stock, or (iiiiv) the purchase payment of fractional interests in shares of Company capital stock pursuant dividends or distributions to the conversion Company or exchange provisions to any of such Company capital stock the Company's direct or the security being converted or exchangedindirect subsidiaries), ; (b) the Company may shall not make make, or allow any of it s subsidiaries to make, (i) any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU with or junior to the Subordinated Debentures or (ii) any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company or any guarantee by any of the subsidiaries of the debt securities of the Company if such guarantee ranks PARI PASSU with or junior in interest to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Capital Securities Guarantee; and (c) the Company may shall not make redeem, purchase or acquire less than all of the outstanding Debentures or any guarantee payments with respect to of the foregoing (other than pursuant to the Preferred Securities Guarantee)Capital Securities. 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 compounded quarterly thereon at the Coupon Rate compounded quarterly for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, Period the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Compounded Deferred Interest and Additional Interest ("Deferred Interest") which that shall be payable payable, to the holders Holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date Regular Record Date after the end of the Extended Interest Payment Period. Prior to Before the termination of any Extended Interest Payment Period, the Company may further extend such period, PROVIDED provided that such period together with all such further extensions thereof shall not exceed twenty (20) 20 consecutive quarters or extend beyond the maturity of the Subordinated Debenturesquarters. Upon the termination of any Extended Interest Payment Period and upon the payment of all Deferred Interest then due, the Company may select commence a new Extended Interest Payment Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof.

Extension of Interest Payment Period. The Company shall have the right, at any time time, and from time to time time, during the term of the Subordinated Debentures, to extend defer payments of interest by extending the interest payment period of such Subordinated Debentures for up to twenty (20) a period not exceeding 20 consecutive quarters (the an "Extended Interest Payment Extension Period"), at the end of which Extension Period the Company shall calculate and pay all interest then accrued and unpaid together with interest thereon compounded quarterly at the rate specified for the Debentures to the extent permitted by applicable law ("Compound Interest"); provided, provided that, during any such Extended Interest Payment PeriodExtension Period or an extension period or other deferral of interest feature under any debt security of the Company that ranks pari passu with the Debentures, (a) the Company may shall not declare or pay any dividend dividends on, make any distributions distribution with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any to an of its capital stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Subordinated Debentures), (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), and (b) the Company may shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem the Debentures or any debt securities (including guarantees) issued by the Company which that rank PARI PASSU pari passu with or junior to the Debentures; provided, however, that the foregoing restrictions do not apply to (i) any interest or dividend payment by the Company, where the interest or dividend is paid by way of the issuance of securities that rank junior to the Debentures, (ii) any payments of interest, principal or premium, if any, on, or repayment, repurchase or redemption of, the Subordinated Debentures Notes and (ciii) any payments or distributions with respect to, or redemptions, purchases or acquisitions of, or any payments in liquidation of, the Company may not make PERCS (including any guarantee payments of the foregoing with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee). To the extent permitted guarantee agreement entered into 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 compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on for the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred Interest") which shall be payable to benefit of the holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment PeriodPERCS). Prior to the termination of any Extended Interest Payment such Extension Period, the Company may further extend such defer payments of interest by extending the interest payment period; provided, PROVIDED however, that such period together with Extension Period, including all such previous and further extensions thereof shall extensions, may not exceed twenty (20) 20 consecutive quarters or extend beyond the maturity of the Subordinated Debenturesquarters. Upon the termination of any Extended Interest Payment Extension Period and upon the payment of all Deferred Interest amounts then due, the Company may select commence a new Extended Interest Payment PeriodExtension Period for up to 20 consecutive quarters, subject to the foregoing requirementsterms set forth in this Section 4.01. No interest shall be due and payable during an Extended Interest Payment Extension Period, except at the end thereof.

Extension of Interest Payment Period. The 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 Subordinated Debentures, to extend the interest payment period of such Subordinated Debentures for up to twenty 20 consecutive quarterly periods (20each such extended interest payment period, an "Extension Period"), during which Extension Period no interest (including Additional Interest) consecutive quarters shall be due and payable (the "Extended except any Additional Sums that may be due and payable). No Extension Period may end on a date other than an Interest Payment Date. During an Extension Period, interest will continue to accrue on the Debentures, and interest on such accrued interest will accrue at an annual rate equal to the Interest Rate in effect for such Extension Period, compounded quarterly from the date such interest would have been payable were it not for the Extension Period, to the extent permitted by law (such interest referred to herein as "Additional Interest"). 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, thathowever, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extended Interest Payment Extension Period, (a) the Company may shall not and shall not permit any Affiliate of the Company controlled by the Company to (i) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase or purchase, acquire, or make a liquidation payment with respect to, any of its the Company's or such Affiliate's share capital or capital stock (other than (i) purchases payments of dividends or acquisitions of shares of Company common stock in connection with the satisfaction by distributions to the Company of its obligations under any employee benefit plans or any other contractual obligation a Subsidiary of the Company (other than a contractual obligation ranking PARI PASSU Company) or make any guarantee payments with or junior respect to the Subordinated Debentures), foregoing; or (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued of the Company or any Affiliate of the Company controlled by the Company that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) and (ii) above, (a) repurchases, redemptions or other acquisitions of shares of the Company or any Subsidiary 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 shareholder share purchase plan or in connection with the issuance of share capital or capital stock of the Company or of such Subsidiary (or securities convertible into or exercisable for such share capital or 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 share capital (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's share capital (or in the case of a Subsidiary of the Company, any class or series of such Subsidiary's capital stock) or of any class or series of the Company's indebtedness for any class or series of the Company's share capital (or in the case of indebtedness of a Subsidiary of the Company, of any class or series of such Subsidiary's indebtedness for any class or series of such Subsidiary's capital stock), (c) the purchase of fractional interests in the Company's share capital (or the capital stock of a Subsidiary of the Company) pursuant to the conversion or exchange provisions of such share capital or capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any shareholders' rights plan, or the issuance of rights, stock or other property under any shareholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (e) any dividend in the form of shares, stock, warrants, options or other rights where the bonus shares, dividend stock, shares or the stock issuable upon exercise of such warrants, options or other rights are the same shares or stock as those on which rank PARI PASSU the dividend is being paid or ranks pari passu with or junior to such shares or stock and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Subordinated Debentures and (c) the Company may not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Capital Securities Guarantee). 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 compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred Interest") which shall be payable to the holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period. Prior to the termination of any Extended Interest Payment Extension Period, the Company may further extend such period, PROVIDED provided that such period together with all such previous and further consecutive extensions thereof shall not exceed twenty (20) 20 consecutive quarters quarterly periods, or extend beyond the maturity of the Subordinated DebenturesMaturity Date. Upon the termination of any Extended Interest Payment Extension Period and upon the payment of all Deferred Interest then dueaccrued and unpaid interest and Additional Interest, the Company may select commence a new Extended Interest Payment Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extended Interest Payment Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during an 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 an Extension Period at least 5 Business Days prior to the regular record date (as such term is used in Section 2.8) immediately preceding the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend an Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. The Company shall have the right, right at any time time, and from time to time time, during the term of the Subordinated Debentures, Debentures to extend defer payments of interest by extending the interest payment period of such Subordinated Debentures for up to twenty (20) consecutive quarters a period not extending, in the aggregate, beyond the Maturity Date of the Debentures (the "Extended Interest Payment Period"); provided, that, during any such which Extended Interest Payment Period, (a) the Company may not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Subordinated Debentures), (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal or premium, if any, Period no interest shall be due and payable; provided that each Extended Interest Payment period must end on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU with or junior to the Subordinated Debentures and (c) the Company may not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee)an Interest Payment Date. 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 o% per annum through and including o 15, 2002, and at the Reset Rate thereafter, compounded quarterly at the Coupon Rate for on each quarter Interest Payment Date of the Extended Interest Payment Period ("Compounded Compound Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated DebenturesDebentures and Compound Interest, including any Compounded Interest and Additional Interest ("Deferred Interest") which that shall be payable to the holders Holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register at the close of business on the first record date after Regular Record Date next preceding the end of the Interest Payment Date on which such Extended Interest Payment Period ends; provided, however, that during any such Extended Interest Payment Period, (a) the Company shall not declare or pay dividends on, or make any distribution with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock of the Company in connection with the satisfaction by the Company of its obligations under any employee benefit plans or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Company to purchase capital stock of the Company, (ii) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, (iii) 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, (iv) 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 of rights in the future), and (b) the Company shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee). Prior to the termination of any Extended Interest Payment Period, the Company may further extend such period, PROVIDED provided that such period together with all such previous and further extensions thereof shall not exceed twenty (20) consecutive quarters or extend beyond the maturity Maturity Date of the Subordinated Debentures or end other than on an Interest Payment Date for the Debentures. Upon the termination of any Extended Interest Payment Period and upon the payment of all Deferred Interest then due, the Company may select commence a new Extended Interest Payment Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the Deferred Interest accrued during the then elapsed portion of an Extended Interest Payment Period.

Extension of Interest Payment Period. The Company shall have the right, right at any time time, and from time to time time, during the term of the Subordinated Debentures, to extend defer payments of interest by extending the interest payment period of such Subordinated Debentures for up to twenty (20) consecutive quarters a period not extending, in the aggregate, beyond the Maturity Date of the Debentures (the "Extended Interest Payment Period"); provided, that, during any such which Extended Interest Payment Period, (a) the Company may not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Subordinated Debentures), (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU with or junior to the Subordinated Debentures Period no interest shall be due and (c) the Company may not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee)payable. 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 4.13.1, will bear interest compounded quarterly thereon at the Coupon Rate compounded quarterly for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Additional Interest and Compounded Interest and Additional Interest (together, "Deferred Interest") which that shall be payable to the holders Holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period; provided, however, that during any such Extended Interest Payment Period (a) the Company shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (other than (i) purchase or acquisitions of shares of its Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or the satisfaction by the Company of its obligations pursuant to any contract or security requiring the Company to purchase shares of the Company's Common Stock, (ii) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock or (iii) 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 make any guarantee payments with respect to the foregoing), (b) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company that rank pari passu with or junior to such Debentures and (c) the Company shall not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee). Prior to the termination of any Extended Interest Payment Period, the Company may further extend such period, PROVIDED provided that such period together with all such previous and further extensions thereof shall not exceed twenty (20) consecutive quarters or extend beyond the maturity date of the Subordinated Debentures. Upon the termination of any Extended Interest Payment Period and upon the payment of all Deferred Interest then due, the Company may select commence a new Extended Interest Payment Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof, but the Company may prepay at any time all or any portion of the interest accrued during an Extended Interest Payment Period.

Extension of Interest Payment Period. The So long as no Event of Default has occurred or is continuing under the Indenture, the Company shall have the right, right at any time and from time to time during the term of the Subordinated Debentures, from time to extend time, to defer the payment of interest payment period of on such Subordinated Debentures for up to twenty a period not extending, in the aggregate, beyond the maturity date of the Debentures (20) consecutive quarters (the each an "Extended Interest Payment Extension Period"), during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest thereon to the extent permitted by applicable law); provided, that, provided that during any such Extended Interest Payment Extension Period, (a) the Company may will not, and will not permit any Subsidiary of the Company to, (i) declare or pay any dividend on, make any dividends or distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Subordinated Debentures), (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company Company's outstanding capital stock or (iiiii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interestprincipal of, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by security of the Company which rank PARI PASSU that ranks pari passu with or junior in interest to the Subordinated Debentures and (c) the Company may not or make any guarantee payments with respect to any guarantee by the foregoing Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures (other than (a) dividends or distributions in Common Stock of the Company, (b) redemptions or purchases of any rights pursuant to the Preferred Securities GuaranteeCompany's Rights Plan, or any successor to such Rights Plan, and the declaration of a dividend of such rights or the issuance of Stock under such plans in the future, (c) payments under any Lincoln Guarantee (as defined in the Indenture), and (d) purchases of Common Stock related to the issuance of Common Stock under any of the Company's benefit plans for its directors, officers or employees). To Prior to the extent permitted by applicable law, interesttermination of any such Extension Period, the payment of which has been deferred because of the extension of Company may further extend the interest payment period pursuant to this Section 4.1period, will bear interest compounded quarterly at provided that no Extension Period shall extend beyond the Coupon Rate for each quarter Maturity of the Extended Interest Payment Period ("Compounded Interest")Debentures. At the end of the Extended Interest Payment an Extension Period, the Company shall pay all interest then accrued and unpaid on (together with the Subordinated Debenturesinterest thereon at the rate of 6.40% until August 15, including any Compounded Interest 2001 and Additional Interest ("Deferred Interest") which shall be payable at the Reset Rate thereafter to the holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period. Prior to the termination of any Extended Interest Payment Period, the Company may further extend such period, PROVIDED extent that such period together with all such further extensions thereof shall not exceed twenty (20) consecutive quarters or extend beyond the maturity of the Subordinated Debentures. Upon the termination of any Extended Interest Payment Period and upon the payment of all Deferred Interest then due, the Company may select a new Extended Interest Payment Period, subject to the foregoing requirementssuch interest is enforceable under applicable law). No interest shall be due and payable during an Extended Interest Payment Period, Extension Period except at the end thereof.

Extension of Interest Payment Period. The Company shall have the right, at any time and from time to time during the term of the Subordinated Debentures, to extend the interest payment period of such Subordinated Debentures for up to twenty (20) consecutive quarters (the "Extended Interest Payment Period"); provided, that, during any such Extended Interest Payment Period, (a) the Company may not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Subordinated Debentures), (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU with or junior to the Subordinated Debentures to which such Extended Interest Payment Period applies and (c) the Company may not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee). 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 compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred Interest") which shall be payable to the holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period. Prior to the termination of any Extended Interest Payment Period, the Company may further extend such period, PROVIDED that such period together with all such further extensions thereof shall not exceed twenty (20) consecutive quarters or extend beyond the maturity of the Subordinated Debentures. Upon the termination of any Extended Interest Payment Period and upon the payment of all Deferred Interest then due, the Company may select a new Extended Interest Payment Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof.

Extension of Interest Payment Period. The Company shall have the right, right at any time time, and from time to time time, during the term of the Subordinated DebenturesSenior Notes, to extend defer payments of interest by extending the interest payment period of such Subordinated Debentures Senior Notes for up to twenty (20) a period not exceeding 20 consecutive quarters or extending beyond the Maturity Date of the Senior Notes (the "Extended Interest Payment Extension Period"); provided, that, during any such Extended Interest Payment Period, (a) the Company may not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Subordinated Debentures), (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU with or junior to the Subordinated Debentures Extension Period no interest shall be due and (c) the Company may not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee)payable. 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 4.12.8, will bear interest thereon at the rate of ____% until August 18, 2000, and at the Reset Rate thereafter compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Extension Period ("Compounded Interest"). At the end of the Extended Interest Payment Extension Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Senior Notes and Compounded Interest and Additional Interest (together, "Deferred Interest") which that shall be payable to the holders Holders of the Subordinated Debentures Senior Notes in whose names the Subordinated Debentures Senior Notes are registered in the Security Register on the first record date Regular Record Date after the end of the Extended Interest Payment Extension Period. During any such Extension Period or an Event of Default, however, the Company shall not (a) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank junior to the Senior Notes in the right of payment issued by the Company, or (b) make any guarantee payments with respect to any guarantee by the Company of any securities of any of its subsidiaries if such guarantee ranks junior to the Senior Notes in right of payment or (c) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, except for or as a result of (i) dividends or distributions in, or options, warrants or rights to subscribe for or purchase, the Company's common stock; (ii) any declaration of a dividend in connection with the implementation of a shareholder's rights plan, or the issuance of shares under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) a reclassification of the Company's capital stock solely into shares of one or more classes or series of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for or into another class or series of the Company's capital stock; (iv) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (v) the purchase of the Company's common stock in connection with the Company's normal course issuer bid-purchases for the satisfaction by the Company of its obligations under any benefit plans for the Company and the Company's subsidiaries' directors, officers or employees or under any of the Company's dividend reinvestment plans. Prior to the termination expiration of any Extended Interest Payment Extension Period, the Company may further extend such period, PROVIDED provided that such period together with all such previous and further extensions thereof shall not exceed twenty (20) consecutive 20 quarters or extend beyond the maturity Maturity Date of the Subordinated DebenturesSenior Notes. Upon the termination of any Extended Interest Payment Extension Period and upon the payment of all Deferred Interest then due, the Company may select commence a new Extended Interest Payment Extension Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, Extension Period except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of an Extension Period.

Extension of Interest Payment Period. The (a) So long as no ------------------------------------ Event of Default shall have occurred and be continuing, the Company shall have the right, at any time and from time to time during the term of the Subordinated DebenturesDebt Securities, from time to time, to extend defer the payment of interest payment period of such Subordinated Debentures on the Debt Securities for up to twenty ([20) ] consecutive quarters with respect to each deferred period (the each, an "Extended Interest Payment Extension Period"), during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period the Company shall pay all interest then accrued and unpaid on the Debt Securities (together with Additional Interest thereon, if any, at the annual rate of ____%, compounded quarterly, to the extent permitted by applicable law), provided, that no Extension Period shall extend beyond the Maturity of the principal of the Debt Securities; provided, thatfurther, that during any such Extended Interest Payment Extension Period, (a) the Company may shall not (i) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Subordinated Debentures), (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem redeem, any debt securities (including guarantees) security issued by the Company which rank PARI PASSU it that ranks pari passu with or junior in interest to the Subordinated Debentures and (c) the Company may not Debt Securities or make any guarantee payments with respect to any guaranty by the foregoing Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the Debt Securities (other than (a) dividends or distributions in Common Stock, (b) any declaration of a dividend in connection with the implementation of a Rights Plan, the issuance of any Common Stock or any class or series of preferred stock of the Company under any Rights Plan or the repurchase of any rights distributed pursuant to a Rights Plan, (c) purchases of Common Stock related to the Preferred Securities Guarantee). To the extent permitted by applicable law, interest, the payment issuance of which has been deferred because Common Stock under any of the extension of the interest payment period pursuant to this Section 4.1Company's benefit plans for their respective directors, will bear interest compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"officers or employees). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred Interest") which shall be payable to the holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period. Prior to the termination of any Extended Interest Payment such Extension Period, the Company may further extend such the interest payment period. Notwithstanding any provision of this Supplemental Indenture No. 1 or the Indenture to the contrary, PROVIDED that such period together with all such further extensions thereof no Extension Period shall not exceed twenty ([20) ] consecutive quarters or extend beyond the maturity Maturity of the Subordinated DebenturesDebt Securities. Upon the termination of any Extended Interest Payment such Extension Period and upon the payment of all Deferred accrued and unpaid interest and any Additional Interest then due, the Company may select elect to begin a new Extended Interest Payment Extension Period, subject to the foregoing requirementsrequirements hereof. No interest shall be due and payable during an Extended Interest Payment Extension Period, except at the end thereof. The Company shall give the Holders of the Debt Securities and the Property Trustee, the Administrative Trustee and the Trustee notice of its election to begin or extend any such Extension Period at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of ONEOK Capital Trust I would have been payable except for the election to begin or extend such Extension Period or (ii) the date the Administrative Trustee is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of ONEOK Capital Trust I of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin or extend any such Extension Period to the holders of the outstanding Debt Securities, and pursuant to Section 8.2 of the Trust Agreement, within five Business Days following receipt of notice of the Company's election to defer the payment of interest on the Debt Securities, the Administrative Trustee shall notify the holders of the Preferred Securities of ONEOK Capital Trust I and the Property Trustee of such election.

Extension of Interest Payment Period. The 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 Debt Securities by extending the interest payment period on the Debt Securities at any time and from time to time during the term of the Subordinated DebenturesDebt Securities, to extend the interest payment period of such Subordinated Debentures for up to twenty 10 consecutive semi-annual periods (20) consecutive quarters (the each such extended interest payment period, an "Extended EXTENSION PERIOD"), during which Extension Period no interest shall be due and payable. No Extension Period may end on a date other than an Interest Payment Period"Date. At the end of any such Extension Period the Company shall pay all interest then accrued and unpaid on the Debt Securities (together with Additional Interest thereon); providedPROVIDED, thatHOWEVER, that no Extension Period may extend beyond the Maturity Date; PROVIDED FURTHER, HOWEVER, that during any such Extended Interest Payment Extension Period, (a) the Company may shall not and shall not permit any Affiliate to (i) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase or purchase, acquire, or make a liquidation payment with respect to, any of its the Company's or such Affiliate's capital stock (other than (i) purchases payments of dividends or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior distributions to the Subordinated Debentures), Company) or make any guarantee payments with respect to the foregoing or (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by of the Company or any Affiliate that rank PARI PASSU in all respects with or junior in interest to the 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 stockholder's rights plan, or the issuance of rights, stock or other property under any 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 rank 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 Subordinated Debentures and (c) the Company may not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Capital Securities Guarantee). 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 compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred Interest") which shall be payable to the holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period. Prior to the termination of any Extended Interest Payment Extension Period, the Company may further extend such period, PROVIDED provided that such period together with all such previous and further consecutive extensions thereof shall not exceed twenty (20) 10 consecutive quarters semi-annual periods, or extend beyond the maturity of the Subordinated DebenturesMaturity Date. Upon the termination of any Extended Interest Payment Extension Period and upon the payment of all Deferred Interest then dueaccrued and unpaid interest and Additional Interest, the Company may select commence a new Extended Interest Payment Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extended Interest Payment 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 such Extension Period at least 5 Business Days prior to the earlier of (i) the date interest on the Debt Securities would have been payable except for the election to begin 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. The Notwithstanding anything contained herein or in the Indenture to the contrary, the Company shall have the right, right at any time time, and from time to time time, during the term of the Subordinated Debentures, Securities to extend defer payments of interest by extending the interest payment period of such Subordinated Debentures for up to twenty (20) the next Interest Payment Date by one or more quarterly periods not exceeding 20 consecutive quarters (each such period, an "Extension Period"), but no such Extension Period may extend beyond __________, 2027, or such other date to which the Stated Maturity may have been shortened or extended pursuant to Section 2.6. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid (including any Additional Interest, as hereinafter defined) together with interest thereon compounded quarterly at the rate specified for the Securities to the extent permitted by applicable law ("Extended Interest Payment PeriodCompound Interest"); provided, that, that during any such Extended Interest Payment Extension Period, (a) the Company may shall not declare or pay any dividend dividends on, make any distributions distribution with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, to any of its capital stock (other than (i) purchases or acquisitions of shares of Company the Company's common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the satisfaction by the Company (other than a contractual of its obligation ranking PARI PASSU with pursuant to any contract or junior security requiring it to the Subordinated Debentures)purchase shares of its common stock, (ii) as a result of a reclassification of Company the Company's capital stock or the exchange or conversion of one class or series of Company the Company's capital stock for another class or series of Company its capital stock or stock, (iii) the purchase of fractional interests in shares of Company the Company's capital stock pursuant to an acquisition or the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged, and (iv) 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 may shall not make any payment of interestprincipal, principal or premium, if any, or interest on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which that rank PARI PASSU pari passu with or junior to the Subordinated Debentures Securities and (c) the Company may shall not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee, dated as of ________ __, 1997 of the Company (the "Guarantee") with respect to the __% Trust Originated Preferred Securities (the "Preferred Securities") issued by PLC Capital Trust I ("PLC Capital"). To the extent permitted by applicable law, interest, the payment Common Securities Guarantee, dated as of which has been deferred because ________, 1997 of the extension 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 and the Guarantee Agreement, dated as of June 9, 1994 of the interest payment period pursuant to this Section 4.1, will bear interest compounded quarterly at Company (the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any Compounded Interest and Additional Interest ("Deferred InterestSeries A Guarantee") which shall be payable with respect to the holders 9% Cumulative Monthly Income Preferred Securities, Series A of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment PeriodPLC Capital L.L.C.). Prior to the termination of any Extended Interest Payment 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 extensions thereof shall extensions, may not exceed twenty (20) 20 consecutive quarters or extend beyond the maturity of the Subordinated DebenturesStated Maturity. Upon the termination of any Extended Interest Payment Extension Period and upon the payment of all Deferred Interest amounts then due, the Company may select commence a new Extended Interest Payment Extension Period, subject to the foregoing requirementsterms set forth in this section. No interest shall be due and payable during an Extended Interest Payment any Extension Period, except at the end thereof, but the Company may prepay at any time all or any portion of the interest accrued during any Extension Period. If the Institutional Trustee (as defined in the Amended and Restated Declaration of Trust of PLC Capital, dated as of __________, 1997 (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, notice of its selection of such Extension Period one Business Day prior to the 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 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 Institutional 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 10 Business Days prior to the earlier of (i) the Interest Payment Date or (ii) the date upon which the Company is required to give notice of the record or payment date of such interest payment to 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 permitted hereunder.

Extension of Interest Payment Period. The Company shall have the right, right at any time time, and from time to time time, during the term of the Subordinated Debentures, to extend defer payments of interest by extending the interest payment period of such Subordinated Debentures for up to twenty (20) consecutive quarters a period not extending, in the aggregate, beyond the Maturity Date of the Debentures (the "Extended Interest Payment Period"); provided, that, during any such which Extended Interest Payment Period, (a) the Company may not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Subordinated Debentures), (ii) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock or (iii) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (b) the Company may not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU with or junior to the Subordinated Debentures Period no interest shall be due and (c) the Company may not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee)payable. 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 6 10 compounded quarterly at the Coupon Rate for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Subordinated Debentures, including any expenses and taxes of the Trust set forth in Section 5.1 hereof and Compounded Interest and Additional Interest (together, "Deferred Interest") which that shall be payable to the holders Holders of the Subordinated Debentures in whose names the Subordinated Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period; provided, however, that during any such Extended Interest Payment Period, (a) the Company shall not declare or pay dividends on or make any distribution with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock of the Company in connection with the satisfaction by the Company of its obligations under any employee benefit plans or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Company to purchase capital stock of the Company, (ii) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company capital stock, (iii) 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, (iv) 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 of rights in 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 respect to the foregoing (other than payments pursuant to the Guarantee). Prior to the termination of any Extended Interest Payment Period, the Company may further extend such period, PROVIDED provided that such period together with all such previous and further extensions thereof shall not exceed twenty (20) consecutive quarters or extend beyond the maturity Maturity Date of the Subordinated Debentures. Upon the termination of any Extended Interest Payment Period and upon the payment of all Deferred Interest then due, the Company may select commence a new Extended Interest Payment Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of an Extended Interest Payment Period.