Common use of Limitation of Transactions Clause in Contracts

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor 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 Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall will not declare or pay dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital common stock (other than or preferred stock or make any GUARANTEE payment with respect thereto if at such time (i) purchases the Guarantor shall be in default with respect to its GUARANTEE Payments or other payment obligations hereunder, (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection of a Deferral Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stock, (iii) cash payments made by the Guarantor in lieu of delivering fractional shares upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stock, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the satisfaction by the Guarantor benefit of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor employees, officers, directors of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorconsultants, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases any declaration of any rights outstanding under a shareholder dividend in connection with the implementation of a stockholders' rights plan), (b) or the issuance of stock under any such plan in the future, or the redemption or repurchase of such rights pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not make any payment of interest, principal cause or premium, if any, on or repay, repurchase or redeem any debt securities issued by permit the Guarantor that rank junior Common Securities to the Debentures be transferred except to the extent appropriate notice has been given such transfer is permitted under Section 9.01(c) of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or Guarantor's ownership of the Common Securities Guaranteeand (ii) will use reasonable efforts to cause the extent appropriate notice has been given Issuer to continue to be treated as a grantor trust for United States Federal income tax purposes except in connection with a distribution of Debentures as provided in the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (a) there shall have occurred an Event of Default, (b) there shall have occurred an Event of Default or an Event of Default under the Declaration Indenture or (c) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period and written notice of such Event of Default has been given to the Guarantorperiod or extension thereof shall be continuing, then (ai) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution with respect to, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its capital stock (other than (iA) purchases or acquisitions of capital shares of Guarantor's common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by any other contractual obligation of the Guarantor of its obligations pursuant (other than a contractual obligation ranking pari passu with or junior to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the GuarantorDebentures), (iiB) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, stock or (iiiC) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (bii) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (ciii) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to this Preferred Securities Guarantee). In addition, so long as any Preferred Securities remain outstanding, the Guarantee Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities to be transferred; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities Guaranteeand (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So The Guarantor hereby covenants and agrees that, so long as any Preferred Securities remain outstanding, if there shall have occurred an Event it will not, and will not permit any of Default or an Event of Default under its Subsidiaries (including the Declaration and written notice of such Event of Default has been given to the GuarantorDebenture Issuer) to, then (a) the Guarantor shall not declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of the outstanding capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee Debenture Issuer or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock case may be, or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interestprincipal of, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities issued by security of the Guarantor Debenture Issuer or the Guarantor, as the case may be, that rank ranks junior in interest to the Debentures to or the extent appropriate notice has been given to guarantee in respect thereof, as the holders thereof effectively blocking such payment case may be, or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to any guarantee by the foregoing Debenture Issuer or the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than payments pursuant (i) dividends or distributions on the Capital Stock (as defined in the Indenture) of the Debenture Issuer paid or made to the Guarantee Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, and (iv) purchases of Common Securities Guarantee) Stock related to the extent appropriate issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice has been or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the beneficiaries thereof effectively blocking Debentures as provided in the Indenture and shall not have rescinded such payment notice, or to the extent the failure to make such Extension Period, or any such payment is otherwise authorized under the agreements governing such guarantee paymentsextension thereof, shall be continuing.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall will not declare or pay any dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital common stock (other than or preferred stock if at such time (i) the Guarantor shall be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any Event of Default (as defined in the Declaration) or (iii) the Guarantor shall have given notice of its selection of an extension period (as defined in the Indenture) and such period, or any extension thereof, is continuing; PROVIDED, HOWEVER, that the foregoing restrictions will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) declarations or payments of dividends in connection with the implementation of a stockholders's 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, (iii) payments of accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stock, (iv) cash payments made by the Guarantor in lieu of delivering fractional shares upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stock, (v) purchases or acquisitions of capital share of common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plan or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorother contractual obligation, (iivi) dividends, distributions, redemptions, purchases, acquisitions or payments as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default Default, an event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Declaration Indenture or a selection by the Guarantor of an Extended Interest Payment Period as provided in the Indenture and written notice of such Event of Default has been given to the Guarantorperiod, or any extension thereof, shall be continuing, then (a) the Guarantor shall not declare or pay dividends any dividend 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 stock dividends declared and paid by the Guarantor which stock dividends consist of capital the stock of the Guarantor in connection with same class as that on which the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security dividend is being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (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 purchases of any rights outstanding under a shareholder rights planpaid), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase purchase or redeem any debt securities issued by the Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee Preferred Securities Guarantee). Notwithstanding the foregoing, the Guarantor may at any time (a) purchase or acquire its capital stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or pursuant to any contract or security outstanding on the first day of any such event requiring the Guarantor to purchase its capital stock; (b) reclassify its capital stock or exchange or convert one class or series of its capital stock for another class or series of its capital stock; (c) purchase fractional interests in its capital stock pursuant to the conversion or exchange provisions of such capital stock or the Common Securities Guaranteesecurity being converted or exchanged; (d) declare dividends or distributions in its capital stock, including stock dividends paid by the Guarantor which consist of the stock of the same class as that on which any dividend is being paid; (e) redeem or purchase any rights pursuant to the extent appropriate notice has been given a rights agreement; and (f) make payments under any Guarantee related to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsPreferred Securities.

Limitation of Transactions. (a) So long as any Preferred Common Securities remain outstanding, if (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder, or (ii) there shall have occurred an any Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall not declare or pay dividends any dividend on, or make any distribution distributions 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 Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, Subordinated Notes and (c) the Guarantor Company shall not make any guarantee payments (other than pursuant to this Preferred Securities Guarantee) with respect to the foregoing. However, the foregoing restriction will not apply to any dividend, redemption, interest, principal or guarantee payments by the Company where the payment is made by way of (other than payments pursuant i) securities (including capital stock) that rank junior to the Guarantee securities on which such dividend, redemption, interest, principal or guarantee payment is being made or (ii) securities (including capital stock) of Tele-Communications, Inc., a Delaware corporation (or any successor to such corporation). (b) Notwithstanding subsection 3.1(a) or any other language to the contrary contained in this Common Securities Guarantee, nothing shall prevent the Guarantor from: (i) declaring or paying any dividend on, or making any distribution with respect to, or redeeming, purchasing, acquiring or making a liquidation payment with respect to, any of its capital stock in or with (x) securities of the Guarantor (including capital stock) that rank junior to such capital stock or (y) securities (including capital stock) of TCI or (ii) paying any interest, principal or premium on, or repaying, repurchasing or redeeming, any debt securities issued by the Guarantor which rank pari passu with or junior to the extent appropriate notice has been given Subordinated Notes, with (x) securities of the Guarantor (including capital stock) that rank junior to such debt securities or (y) securities (including capital stock) of TCI. SECTION 3.2 Ranking ------- This Common Securities Guarantee will constitute an unsecured obligation of the Guarantor and will rank (i) subordinate and junior in right of payment to all other liabilities of the Guarantor, including the Subordinated Notes and the Preferred Securities Guarantee, except those liabilities of the Guarantor made pari passu or subordinate by their terms, (ii) pari passu with the most senior preferred stock issued from time to time by the Guarantor and with any guarantee now or hereafter entered into by the Guarantor in respect of any preferred stock of any Subsidiary or Affiliate of the Guarantor, except the Preferred Securities Guarantee, and (iii) senior to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsGuarantor's common stock.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred an Event of Default or and be continuing an Event of Default under the Declaration and written or any event that, with the giving of notice or lapse of such time or both, would constitute an Event of Default has been given to under the GuarantorDeclaration, then (a) the Guarantor shall not (a) declare or pay dividends or any dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire acquire, or make a any liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by of the Guarantor that rank pari passu with or junior in interest to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment Debt Securities or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments payment with respect to any guarantee by the foregoing Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities (other than payments (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the Guarantee conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the extent appropriate notice has been given to issuance of Common Stock of the beneficiaries thereof effectively blocking such payment Guarantor or to rights under any of the extent the failure to make Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any such payment is otherwise authorized under the agreements governing such guarantee paymentsdividend reinvestment and stock purchase plans).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an Event event of Default default under the Declaration and written notice of such Event of Default has been given to the GuarantorDeclaration, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution distributions 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 shares of its common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock shares of the Guarantorits common stock, (ii) as a result of a reclassification of the Guarantor's its capital stock or the exchange or conversion of one class or series of the Guarantor's its capital stock for another class or series of the Guarantor's its capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (iv) dividends or distributions in capital stock of the Guarantor (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 purchases pursuant to the Guarantor's Rights Agreement, dated August 7, 1995, between the Guarantor and AmSouth Bank of any rights outstanding under a shareholder rights planAlabama as Rights Agent), (b) the Guarantor 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 Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or this Agreement, the Common Securities Guarantee, dated as of , 20 (the "Common Guarantee") of the Guarantor with respect to the extent appropriate notice has been given % Trust Originated Common Securities of the Trust, the Preferred Securities Guarantee dated as of August 22, 2001 and the Common Securities Guarantee, dated August 22, 2001 of the Company with respect to the beneficiaries thereof effectively blocking such payment or 71/2% Trust Originated Preferred Securities Series D of PLC Capital Trust III and the Preferred Securities Guarantee, dated as of September 25, 2002, the Common Securities Guarantee dated as of September 25, 2002 of the Company with respect to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments71/4% Trust Originated Preferred Securities Series E of PLC Capital Trust IV.

Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of and is continuing any event that would constitute a Default under the Declaration and written notice of such Event of Default has been given to the GuarantorIndenture, then (a) the Guarantor and any subsidiary of the Guarantor (other than a subsidiary of the Guarantor that is a depository institution, or a subsidiary thereof) shall not declare or pay dividends or any dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its the Guarantor’s capital stock or make any guarantee payment with respect thereto (other than (i) purchases purchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with the satisfaction administration of any employee benefit plan in the ordinary course of business and consistent with past practice, (ii) the acquisition by the Guarantor or any of its obligations under any employee or agent benefit plans or the satisfaction by subsidiaries of record ownership in capital stock of the Guarantor for the beneficial ownership of any other persons (other than the Guarantor or any of its obligations subsidiaries), including trustees or custodians, (iii) as a result of an exchange or conversion of any class or series of the Guarantor’s capital stock for any other class or series of the Guarantor’s capital stock, in each case, solely to the extent required pursuant to binding contractual agreements entered into on or prior to the Closing Date or any contract subsequent agreement for the accelerated exercise, settlement or security outstanding on the date of such event requiring the Guarantor to purchase exchange thereof for capital stock of the Guarantor, (iiiv) as a result of a reclassification distributions by or among any wholly-owned subsidiary of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 of securities held by the Guarantor or purchases any wholly-owned subsidiary of any rights outstanding under a shareholder rights planthe Guarantor, and (vi) unpaid tax distributions to holders of membership interests of GMAC LLC pursuant to Section 4(b) of GMAC LLC’s Plan of Conversion, dated June 30, 2009), ; and (b) the Guarantor and any subsidiary of the Guarantor (other than a subsidiary of the Guarantor that is a depository institution, or a subsidiary thereof) shall not make any payment of interest, interest on or principal of (or premium, if any, on on), or repay, repurchase or redeem redeem, any debt securities or guarantees issued by the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c“Junior Subordinated Indebtedness”) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than (i) redemptions, purchases or other acquisitions of Junior Subordinated Indebtedness in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice, (ii) the acquisition by the Guarantor or any of its subsidiaries of record ownership in Junior Subordinated Indebtedness for the beneficial ownership of any other persons (other than the Guarantor or any of its subsidiaries), including trustees or custodians, (iii) as a result of an exchange or conversion of any class or series of Junior Subordinated Indebtedness for any other class or series of Junior Subordinated Indebtedness, (iv) redemptions of securities held by the Guarantor or any wholly-owned subsidiary of the Guarantor and (v) any payment of interest on Junior Subordinated Indebtedness paid pro rata with interest paid on the Debentures such that the respective amounts of such payments pursuant made shall bear the same ratio to each other as all accrued but unpaid interest per like-amount of Debentures and all Junior Subordinated Indebtedness bear to each other). The restrictions in the Guarantee foregoing clauses (a) and (b) will not apply to (i) any stock dividends paid by the Company where the dividend stock is the same stock as that on which the dividend is being paid, or (ii) dividends or distributions by or other transactions solely among the Common Securities Guarantee) to Guarantor and any wholly-owned subsidiary of the extent appropriate notice has been given to Guarantor or solely among wholly-owned subsidiaries of the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsGuarantor.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) there shall have occurred an Event of Default or Default, (ii) there shall have occurred an Event event of Default default under the Declaration Indenture or (iii) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period as provided therein, and written notice of such Event of Default has been given to the Guarantorperiod or extension thereof shall be continuing, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution or other payment with respect to, or redeem, purchase, acquire or make a any liquidation payment with respect to, to any of its capital stock (other than (i1) purchases repurchases, redemptions or other acquisitions of shares of the Guarantor's capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorplans, (ii2) as a result of a reclassification of the Guarantor's capital stock or the an exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, stock or (iii3) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to this Guarantee Agreement). In addition, so long as any Preferred Securities remain outstanding, the Guarantee Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Securities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes and (iii) will cause the Issuer to remain a statutory business trust, except in connection with a distribution of the Debentures, the redemption of all of the Trust Securities Guarantee) to or mergers, consolidations or amalgamations, each as provided in the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsTrust Agreement.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall will not declare or pay any dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital common stock (other than or preferred stock or make any guarantee payment with respect thereto if at such time (i) purchases the Guarantor shall be in default with respect to its Guarantee Payments or acquisitions other payment obligations hereunder, (ii) there shall have occurred any Event of Default (as defined in the Declaration) or (iii) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in connection accordance with the satisfaction terms of such preferred stock or (iii) cash payments made by the Guarantor in lieu of its obligations under any employee or agent benefit plans or delivering fractional shares upon the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorredemption, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor'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 any preferred stock of the Guarantor (or rights as may be outstanding from time to acquire capital time in accordance with the terms of such preferred stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of . In addition, so long as any rights outstanding under a shareholder rights plan)Preferred Securities remain outstanding, (b) the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Securities and shall not make any payment of interest, principal cause or premium, if any, on or repay, repurchase or redeem any debt securities issued by permit the Guarantor that rank junior Common Securities to the Debentures be transferred except to the extent appropriate notice has been given such transfer is permitted under Section 9.01(c) of the Declaration, provided that any permitted successor of the Guarantor under the Indenture may succeed to the holders thereof effectively blocking such payment or to Guarantor's ownership of the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, Common Securities; and (cii) will use reasonable efforts to cause the Guarantor shall not make any guarantee payments Issuer to continue to be treated as a grantor trust for United States Federal income tax purposes, except in connection with respect to a distribution of Debentures as provided in the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (l) there shall have occurred an any event of which the Guarantor has actual knowledge that (A) is a Default or Event of Default (each as defined in the Indenture) and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, (2) if the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Capital Securities Guarantee or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing, the Guarantor shall not (i) declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its the Guarantor's capital stock stock, (ii) make any payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor (including Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (ia) purchases dividends or acquisitions of capital stock of the Guarantor distributions in connection with the satisfaction by the Guarantor of its obligations under any employee shares of, or agent benefit plans options, warrants, rights to subscribe for or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital shares of, common stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Capital Securities Guarantee, (d) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iiie) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (ivf) dividends purchases of common stock related to the issuance of common stock or distributions in capital stock rights under any of the Guarantor (Guarantor's benefit or rights to acquire capital stock) compensation plans for its directors, officers or repurchases employees or redemptions any of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights planGuarantor's dividend reinvestment plans), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments.

Limitation of Transactions. So The Guarantor hereby covenants and agrees that, so long as any Preferred Common Securities remain outstanding, if there shall have occurred an Event it will not, and will not permit any of Default or an Event of Default under its Subsidiaries (including the Declaration and written notice of such Event of Default has been given to the GuarantorDebenture Issuer) to, then (a) the Guarantor shall not declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of the outstanding capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee Debenture Issuer or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock case may be, or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interestprincipal of, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities issued by security of the Guarantor Debenture Issuer or the Guarantor, as the case may be, that rank ranks junior in interest to the Debentures to or the extent appropriate notice has been given to guarantee in respect thereof, as the holders thereof effectively blocking such payment case may be, or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to any guarantee by the foregoing Debenture Issuer or the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than payments pursuant (i) dividends or distributions on the Capital Stock (as defined in the Indenture) of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or any successor to such rights plan, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee issued by the Guarantor, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer, the Guarantor or its Subsidiaries, as the case may be, for their respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Common Securities Guarantee or (3) the Common Securities GuaranteeDebenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the extent appropriate notice has been given to Debentures as provided in the beneficiaries thereof effectively blocking Indenture and shall not have rescinded such payment notice, or to the extent the failure to make such Extension Period, or any such payment is otherwise authorized under the agreements governing such guarantee paymentsextension thereof, shall be continuing.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing any event that would constitute an Event of Default, an Indenture Event of Default, or Declaration Event of Default or if an Event of Default under Extended Interest Payment Period (as defined in the Declaration and written notice of such Event of Default Indenture) has been given to the Guarantordeclared and is in effect, then the Guarantor will not (a) the Guarantor shall not declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (which includes common and preferred stock), or (b) make, or permit any subsidiary to make, any payment of principal, interest or premium, if any (other than payments under the Subordinated Notes or the Debentures), on, or repay, repurchase or redeem, any debt security that ranks pari passu with or junior to the Debentures, the Debenture Guarantee or the Subordinated Notes, as the case may be, or (c) make, or permit any subsidiary to make, any guarantee payments with respect to any guarantee of any debt security (other than payments under the Preferred Securities Guarantee or the Debenture Guarantee), if such guarantee ranks pari passu with or junior to the Debentures or the Debenture Guarantee, as the case may be. Notwithstanding the foregoing, the following shall not be prohibited: (i) purchases repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the satisfaction by 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 Guarantor issuance of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the GuarantorGuarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Indenture Event of Default, Declaration Event of Default or selection of an Extension Period by the Debenture Issuer, as applicable, (ii) as a result of a any transactions described in (a) or (b) above resulting from any reclassification of the Guarantor's capital stock stock, or the exchange or conversion of one any class or series of the Guarantor's capital stock for another any other class or series of the Guarantor's capital stock, or the exchange or conversion of any class or series of the Guarantor's Indebtedness (as defined in the Indenture) for any class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (iv) dividends any declaration of a dividend in connection with any stockholders' rights plan, or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital rights, stock or (v) redemptions or purchases of other property under any rights outstanding under a shareholder stockholders' rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment redemption or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsrepurchase of rights pursuant thereto.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default Default, or an Event event of Default which the Guarantor has actual knowledge that, with the giving of notice or the lapse of time or both, would constitute an event of default under the Declaration Indenture and written in respect of which the Guarantor shall not have taken reasonable steps to cure, or if the Guarantor has given notice of such Event its selection of Default has been given an extended interest period with respect to the GuarantorDebentures and such period, then or any extension thereof, is continuing, then, in each case, (a) the Guarantor shall not declare or pay dividends any dividend 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 Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) issued by the Guarantor that which rank PARI PASSU with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securitiesDebentures, and (c) the Guarantor shall not make any guarantee payments with respect to any guarantee of a debt security of any of the Guarantor's subsidiaries (including other guarantees) if such guarantee ranks PARI PASSU with or junior to the Debentures; provided that the foregoing restrictions in this Section 6.1(a) shall not apply to (i) repurchases, redemptions or other than payments acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants or (B) in connection with a dividend reinvestment or stockholder stock purchase plan, (ii) the issuance of common stock of the Guarantor (or securities convertible into or exercisable for such common stock) as consideration in an acquisition transaction entered into prior to such extended interest payment period, (iii) the reclassification of the capital stock of the Guarantor or the exchange or conversion of any class or series of Guarantor's capital stock for another class or series of Guarantor's capital stock, provided that such reclassification, exchange or conversion does not include any cash payments, (iv) the purchase of fractional interests in shares of Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) the issuance of the capital stock of the Guarantor in connection with the exercise of certain rights on convertible securities, (vi) any dividend in the form of common stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is common stock, or (vii) payments by Guarantor under this Guarantee or under any similar guarantee by Guarantor with respect to any securities of its subsidiaries that are made on a pro rata basis on all such guarantees, provided the proceeds from the issuance of such securities were used to purchase junior subordinated deferrable interest debentures issued by such subsidiary. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Securities and shall not cause or permit the Common Securities Guarantee) to be transferred except to the extent appropriate notice has been given such transfer is permitted under the Indenture, provided that any permitted successor of the Guarantor under the Indenture may succeed to the beneficiaries thereof effectively blocking such payment or Guarantor's ownership of the Common Securities and (ii) will use its reasonable efforts to cause the extent the failure Trust to make any such payment is otherwise authorized under the agreements governing such guarantee paymentscontinue to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (a) there shall have occurred an Event of Default, (b) there shall have occurred an Event of Default or an Event of Default (as defined under the Declaration and written notice Indenture) or (c) the Debenture Issuer has exercised its option to defer interest payments on the Debentures by extending the interest payment period as provided in Article IV of such Event of Default has been given the First Supplemental Indenture to the GuarantorIndenture, and such period or extension thereof shall be continuing, then (ai) the Guarantor shall not, and shall not permit the Debenture [Issuer OR Guarantor] to declare or pay dividends or any dividend on, make any distribution with respect relating to, or redeem, purchase, acquire acquire, or make a liquidation payment with respect relating to, any of its capital stock or make any guarantee payments with respect thereto (other than (iA) purchases repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by any other contractual obligation of the Guarantor of its obligations pursuant (other than a contractual obligation ranking pari passu with or junior to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the GuarantorDebentures), (iiB) as a result of a reclassification of the Guarantor's capital stock of the Guarantor or the Debenture [Issuer OR Guarantor] or the exchange or conversion of one class or series of the Guarantor's capital stock of the Guarantor or the Debenture [Issuer OR Guarantor] for another class or series of the capital stock of the Guarantor or the Debenture [Issuer OR Guarantor's capital stock], (iiiC) the purchase of fractional interests in shares of the Guarantor's capital stock of the Guarantor or the Debenture [Issuer OR Guarantor] pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (ivD) dividends or and distributions in made upon the capital stock of the Guarantor (or the Debenture [Issuer OR Guarantor] or rights to acquire capital stock) or repurchases or redemptions of that capital stock solely from with the issuance Guarantor's or exchange of the Debenture [Issuer OR Guarantor]'s capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights planto acquire that capital stock), (bii) the Guarantor shall not and shall not permit the Debenture [Issuer OR Guarantor] to make any payment of interest, principal or premium, if any, on on, or repay, repurchase or redeem any debt securities issued by the Guarantor or the Debenture [Issuer OR Guarantor] that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (ciii) the Guarantor shall not make, and shall not permit the Debenture [Issuer OR Guarantor] to make any guarantee payments with respect to the foregoing (other than payments pursuant to the this Preferred Securities Guarantee or the guarantee under the Indenture). In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities Guaranteeand (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall not (a) declare or pay any dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock except for dividends, payments or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series distributions payable in shares of the Guarantor's capital stock, (iii) the purchase reclassifications of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion and conversions or exchange provisions exchanges of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of one class or series for capital stock of another class or series and except for a redemption, purchase or other acquisition of shares of or its capital stock made for the purpose of an employee incentive plan or benefit plan or other similar arrangement of the Guarantor (or rights to acquire capital stock) any of its subsidiaries or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal of or premium, if any, on on, or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior in right of payment to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment (except by conversion into or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and exchange for shares of its capital stock) or (c) the Guarantor shall not make any guarantee payments with respect to the foregoing foregoing, if at such time (i) the Guarantor shall be in default with respect to its Guarantee Payments or other than payments payment obligations under this Capital Securities Guarantee Agreement; (ii) there shall have occurred and be continuing an event of default under the Indenture; or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 313 of the Guarantee Indenture and any such period, or any extension thereof, shall be continuing. So long as any Capital Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities Guarantee) to be transferred except to the extent appropriate notice has been given permitted by the Declaration; provided, that any permitted successor of the Guarantor under the Indenture may succeed to the beneficiaries thereof effectively blocking such payment or Guarantor's ownership of the Common Securities, and (ii) will not take any action which will cause the Trust to the extent the failure cease to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsbe treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, (i) if there shall have occurred an Event of Default or an (as defined in the Indenture) with respect to the Junior Subordinated Debt Securities, (ii) if there shall have occurred a Guarantee Event of Default under or (iii) during any Extended Interest Payment Period as provided in the Declaration and written notice of such Event of Default has been given to the GuarantorIndenture, then (a) the Guarantor shall not, and shall not permit any subsidiary of the Guarantor to, (x) declare or pay any dividends or make any distribution with respect todistributions on, 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 Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's ’s capital stock, (iiiy) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interestprincipal, principal interest or premium, if any, on or repay, repurchase or redeem any Parity Securities or debt securities issued by of the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment Junior Subordinated Debt Securities or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (cz) the Guarantor shall not make any guarantee payments on any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks equally with respect or junior in interest to the foregoing Junior Subordinated Debt Securities (other than (a) dividends or distributions on any class of the Guarantor’s capital stock payable in the same class of the Guarantor’s capital stock, (b) payments under this Guarantee, (c) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan or the redemption or repurchase of any such rights pursuant thereto, (d) purchases of Common Stock related to (x) the issuance of Common Stock or rights under any of the Guarantor’s benefits plans for its directors, officers or employees, (y) the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan, or (z) the issuance of Common Stock, or securities convertible into Common Stock, as consideration in an acquisition transaction that was entered into before the beginning of the Extended Interest Payment Period, and (e) solely in the case of any of the Guarantor’s Subsidiaries, pay dividends on distributions on the capital stock of such Subsidiary to the Guarantee Guarantor or one of the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsGuarantor’s affiliates).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (a) there shall have occurred an Event of Default, (b) there shall have occurred an Event of Default or an Event of Default (as defined under the Declaration and written notice Indenture) or (c) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period as provided in Article IV of such Event of Default has been given the First Supplemental Indenture to the GuarantorIndenture, and such period or extension thereof shall be continuing, then (ai) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution with respect to, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its capital stock (other than (iA) purchases or acquisitions of capital shares of Guarantor's common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by any other contractual obligation of the Guarantor of its obligations pursuant (other than a contractual obligation ranking pari passu with or junior to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the GuarantorDebentures), (iiB) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, stock or (iiiC) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (bii) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (ciii) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to this Preferred Securities Guarantee). In addition, so long as any Preferred Securities remain outstanding, the Guarantee Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities Guaranteeand (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall agrees that it will not declare or pay dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital common stock or preferred stock (other than (ia) purchases dividends or acquisitions of capital stock of the Guarantor distributions in connection with the satisfaction by the Guarantor of its obligations under any employee shares of, or agent benefit plans options, warrants, rights to subscribe for or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital shares of, common stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iiid) the payment of accrued dividends and the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (ive) dividends or distributions in capital stock purchases of the Guarantor (Guarantor's common stock related to the issuance of the Guarantor's common stock or rights to acquire capital stockunder any of the Guarantor's benefit plans for its directors, officers or employees, any of the Guarantor's dividend reinvestment plans or stock purchase plans, or any of the benefit plans of any of the Guarantor's Affiliates, for such Affiliate's directors, officers or employees) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or make any guarantee payment with respect thereto, if at such time (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (bi) the Guarantor shall not make be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any payment event of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized default under the agreements governing such debt securities, and Declaration or (ciii) the Guarantor shall have given notice of its election of an Extended Interest Payment Period and such period, or any extension thereof, is continuing. In addition, so long as any Preferred Securities remain outstanding, the Guarantor agrees that it (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee cause or permit the Common Securities Guarantee) to be transferred except to the extent appropriate notice has been given such transfer is permitted under Section 9.01 of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the beneficiaries thereof effectively blocking such payment or Guarantor's ownership of the Common Securities and (ii) will use reasonable efforts to cause the extent Issuer to continue to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if (i) there shall have occurred an any Event of Default under the Indenture or any event of which the Guarantor has actual knowledge that (a) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Declaration Indenture and written notice (b) in respect of such which the Guarantor shall not have taken reasonable steps to cure, (ii) there shall be a Guarantee Event of Default has been given to the Guarantor, then or (aiii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the Junior Subordinated Debt Securities and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its the Guarantor's capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank on a parity with or junior in interest to the Junior Subordinated Debt Securities or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks on a parity with or junior in interest to the Junior Subordinated Debt Securities (other than (ia) purchases dividends or acquisitions of capital stock of the Guarantor distributions in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital common stock of the Guarantor, (iib) as a result any declaration of a reclassification dividend in connection with the implementation of a shareholders' rights plan, or the issuance of capital stock of any class or series under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee, any other similar guarantee by the Guarantor in respect of Trust Preferred Securities issued by a trust holding Junior Subordinated Debt Securities issued under the Indenture, (d) repurchases, redemptions or other acquisitions of capital stock in connection with any of the Guarantor's capital stock benefit plans or other similar arrangements with or for the exchange benefit of its employees, officers, directors, consultants or conversion of one class advisors, or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iiie) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall will not declare or pay any dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital common stock (other than or preferred stock or make any guarantee payment with respect thereto if at such time (i) purchases the Guarantor shall be in default with respect to its Guarantee Payments or acquisitions other payment obligations hereunder, (ii) there shall have occurred any Event of Default (as defined in the Declaration) or (iii) the Guarantor shall have given notice of its selection of an extension period (as defined in the Indenture) and such period, or any extension thereof, is continuing; PROVIDED, HOWEVER, that the foregoing restrictions will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in connection accordance with the satisfaction terms of such preferred stock or (iii) cash payments made by the Guarantor in lieu of its obligations under any employee or agent benefit plans or delivering fractional shares upon the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorredemption, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor'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 any preferred stock of the Guarantor (or rights as may be outstanding from time to acquire capital time in accordance with the terms of such preferred stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of . In addition, so long as any rights outstanding under a shareholder rights plan)Preferred Securities remain outstanding, (b) the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Securities and shall not make any payment of interest, principal cause or premium, if any, on or repay, repurchase or redeem any debt securities issued by permit the Guarantor that rank junior Common Securities to the Debentures be transferred except to the extent appropriate notice has been given such transfer is permitted under Section 9.01(c) of the Declaration; PROVIDED that any permitted successor of the Guarantor under the Indenture may succeed to the holders thereof effectively blocking such payment or to Guarantor's ownership of the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, Common Securities; and (cii) will use reasonable efforts to cause the Guarantor shall not make any guarantee payments Issuer to continue to be treated as a grantor trust for United States Federal income tax purposes, except in connection with respect to a distribution of Debentures as provided in the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as If dividends have not been paid in full when due on the Series A Preferred Shares or any Preferred Securities remain outstanding, if there shall other amounts have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has not been given paid when due with respect to the GuarantorSeries A Preferred Shares, then (a) including, without limitation the Redemption Price and the Liquidation Price, the Guarantor shall not declare (and shall not allow any of its subsidiaries (whether existing on or pay dividends or make any distribution with respect after the date hereof) to: (i) pay, or declare and set aside for payment, any dividends on any of the most senior preferred shares of Guarantor as regards participation in profits of Guarantor (“Guarantor dividend parity shares”), unless the amount of any dividends declared on any Guarantor dividend parity shares is paid on the Guarantor dividend parity shares and the Series A Preferred Shares on a pro rata basis on the date such dividends are paid on such Guarantor dividend parity shares, so that: (x) the ratio that (A) the aggregate amount of dividends paid on the Series A Preferred Shares bears to (B) the aggregate amount of dividends paid on such Guarantor dividend parity shares is the same as: (y) the ratio that (A) the aggregate of all accrued and unpaid dividends in respect of the Series A Preferred Shares bears to (B) the aggregate of all accrued and unpaid dividends in respect of such Guarantor dividend parity shares; (ii) pay, or declare and set aside for payment, any dividends on any shares of the Guarantor’s capital stock ranking junior to the Guarantor dividend parity shares; or (iii) voluntarily redeem, purchase, or otherwise acquire any Guarantor dividend parity shares or make any Guarantor shares ranking junior to the Guarantor dividend parity shares; until, in each case, such time as all accrued and unpaid dividends on the Series A Preferred Shares shall have been paid in full (or payments have been made in respect of such dividends by the Guarantor pursuant to the Guarantee) for all quarterly dividend periods terminating on or prior to, in the case of clauses (i) and (ii), such payment, and in the case of clause (iii), the date of such redemption, purchase or acquisition. Neither the Guarantor nor any subsidiary of the Guarantor shall voluntarily redeem, purchase or otherwise acquire, or pay a liquidation payment preference with respect to, any of its capital stock (other than (i) purchases or acquisitions shares of capital stock of the Guarantor ranking junior to the Guarantor’s obligations under the guarantee or any preferred shares of affiliates of the Guarantor entitled to the benefits of a guarantee ranking junior to this Guarantee Agreement as to participation in connection assets of the Guarantor upon liquidation until such time as all accrued and unpaid dividends and any other amounts then owing with respect to the satisfaction Series A Preferred Shares have been paid in full (or payments have been made in respect of such dividends by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to the Guarantee). Neither the Guarantor, nor any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock subsidiary of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock shall pay dividends, or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to dividends, on any preferred shares of affiliates of the foregoing Guarantor entitled to the benefits of a guarantee ranking junior to the guarantee as to participation in profits of the Guarantor until such time as all accrued dividends payable on the Series A Preferred Shares shall have been paid in full (other than or payments have been made in respect of such dividends by the Guarantor pursuant to the Guarantee Guarantee). The foregoing provisions shall not prevent or restrict the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments.Guarantor from making:

Limitation of Transactions. So long as any Preferred Securities remain outstanding, (i) if there shall have occurred an Event of Default or an (as defined in the Indenture) with respect to the Junior Subordinated Debt Securities, (ii) if there shall have occurred a Guarantee Event of Default under or (iii) during any Extended Interest Payment Period as provided in the Declaration and written notice of such Event of Default has been given to the GuarantorIndenture, then (a) the Guarantor shall not, and shall not permit any subsidiary of the Guarantor to, (x) declare or pay any dividends or make any distribution with respect todistributions on, 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 Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's ’s capital stock or the exchange or conversion capital stock of one class or series any of the Guarantor's capital stock for another class or series of the Guarantor's capital stock’s subsidiaries, (iiiy) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interestprincipal, principal interest or premium, if any, on or repay, repurchase or redeem any Parity Securities or debt securities issued by of the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment Junior Subordinated Debt Securities or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (cz) the Guarantor shall not make any guarantee payments on any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks equally with respect or junior in interest to the foregoing Junior Subordinated Debt Securities (other than (a) dividends or distributions in the Guarantor’s capital stock, (b) payments under this Guarantee, (c) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (d) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of its directors, officers, employees or consultants, and (e) solely in the case of any of the Guarantor’s Subsidiaries, any declaration or payment of dividends or distributions on the capital stock of such Subsidiary to the Guarantee Guarantor or one of the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsGuarantor’s affiliates).

Limitation of Transactions. So long as any Preferred Debentures or Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or an a Declaration Event of Default or (b) the dollar amount of the Guarantor’s and the subsidiaries’ gross written premiums on a consolidated basis from insurance policies in any calendar year fails to exceed 51% of the Guarantor’s and the subsidiaries’ gross written premiums on a consolidated basis from insurance policies in the previous calendar year; (c) the Guarantor and its subsidiaries on a consolidated basis sell more than 51% of its rights to renew insurance policies in any single transaction or series of related transactions; (d) any Significant Subsidiary (as defined in Section 1-02(w) of Regulation S-X to the Securities Act (the “Significant Subsidiaries”)) of the Guarantor which is rated by A.M. Best Company, Inc. (x) receives a rating from A.M. Best Company Inc. of B- or lower; or (y) submits a request to withdraw its rating by A.M Best Company, Inc.; (e) the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee; or (f) the Company shall have selected an Extension Period as provided in the Declaration and written notice of such Event of Default has been given to the Guarantorperiod, or any extension thereof, shall have commenced and be continuing, then (a) the Guarantor shall not and shall not permit any Subsidiary to (x) declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its the Guarantor’s or such Subsidiary’s capital stock (other than payments of dividends or distributions to the Company or the Guarantor or any Subsidiary thereof) or make any guarantee payments with respect to the foregoing; (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or the Guarantor or any Subsidiary thereof that rank pari passu in all respects with or junior in interest to the Debentures; or (z) enter into, amend or modify any contract with a shareholder owning more than 10% of the outstanding shares of the common stock of the Guarantor that could require cash payments by the Guarantor to such shareholder, other than with Tower Group, Inc. or any of its wholly-owned subsidiaries, that could require cash payments by the Sponsor to such shareholder (other than, with respect to clauses (x) and (y) above, (i) purchases repurchases, redemptions or other acquisitions of shares of capital stock of the Company or the Guarantor or any Subsidiary thereof 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 satisfaction by the Guarantor issuance of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Company or the Guarantor, or of such Subsidiary, as the case may be (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or selection of an Extension Period by the Company, as applicable, (ii) as a result of a reclassification of the Guarantor's capital stock or the any exchange or conversion of one any class or series of the Company’s or the Guarantor's ’s capital stock (or any capital stock of a Subsidiary of the Company or the Guarantor) for another any class or series of the Company’s or the Guarantor's ’s capital stock, as the case may be (or in the case of a Subsidiary of the Company or Guarantor, any class or series of such Subsidiary’s capital stock), or of any class or series of the Company’s or the Guarantor’s indebtedness for any class or series of the Company or the Guarantor’s capital stock, as the case may be (or in the case of indebtedness of a Subsidiary of the Company or Guarantor, of any class or series of such Subsidiary’s indebtedness for any class or series of such Subsidiary’s capital stock), (iii) the purchase of fractional interests in shares of the Company’s or the Guarantor's ’s capital stock (or the capital stock of a Subsidiary of the Guarantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends any declaration of a dividend in connection with any stockholders’ rights plan, or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) redemptions any dividend in the form of stock, warrants, options or purchases other rights where the dividend stock or the stock issuable upon exercise of any such warrants, options or other rights outstanding under a shareholder rights plan), (b) is the Guarantor shall not make any payment of interest, principal same stock as that on which the dividend is being paid or premium, if any, on ranks pari passu with or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment stock and any cash payments in lieu of fractional shares issued in connection therewith, or to the extent the failure to make any such payment is otherwise authorized (vi) payments under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities this Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments).

Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if (a) for any distribution period, full distributions on a cumulative basis on any Trust Preferred Securities have not been paid or declared and set apart for payment, (b) an Event of Default (as defined in the Subordinated Indenture) has occurred and is continuing or there shall have occurred and be continuing any event of which the Guarantor has actual knowledge that, with the giving of notice or lapse of time, or both, would constitute an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given with respect to the GuarantorSubordinated Debentures, then (ac) the Guarantor is in default of its obligations under this Trust Preferred Securities Guarantee or the Trust Common Securities Guarantee, or (d) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Subordinated Indenture) as provided in the Subordinated Indenture with respect to the Subordinated Debentures and shall not have rescinded such notice, or such Extension Period (or any extension thereof) shall be continuing, then, during such period the Guarantor shall not (i) declare or pay dividends or on, make any distribution distributions with respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, to any of its capital stock (except for (x) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, its capital stock and conversions or exchanges of common stock of one class into common stock of another class and (y) redemptions or purchases of any rights pursuant to the Rights Agreement and the issuance of capital stock pursuant to such rights) or (ii) make any payments of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor that rank pari passu with or junior to the Subordinated Debentures (other than (iu) purchases any redemption, liquidation, interest, principal or acquisitions of capital stock of the Guarantor in connection with the satisfaction guarantee payment by the Guarantor where the payment is made by way of its obligations securities (including capital stock) that rank pari passu with or junior to the securities on which such redemption, liquidation, interest, principal or guarantee payment is being made, (v) payments under this Trust Preferred Securities Guarantee or the Trust Common Securities Guarantee, (w) purchases of Common Stock related to the issuance of Common Stock under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor's benefit plans for its directors, officers or employees, (iix) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one series or class or series of the Guarantor's capital stock for another series or class or series of the Guarantor's capital stock, (iiiy) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments.conversion

Limitation of Transactions. So long as any Preferred Trust Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall not, and shall not permit any of its Subsidiaries to, (i) declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its the Guarantor’s capital stock stock, (other than (iii) purchases make any payment of principal, interest or acquisitions of capital stock premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in connection right of payment to the Debentures or (iii) make any guarantee payments with the satisfaction respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event that would be an Indenture Event of Default and the Guarantor has not taken reasonable steps to cure such event, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under any employee this Trust Securities Guarantee or agent benefit plans or the satisfaction by (iii) the Guarantor shall have given notice of its obligations election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any contract such extension shall be continuing. The restrictions set forth in the preceding sentence shall not, however, apply to the following: (a) dividends or security outstanding on the date of such event requiring the Guarantor distributions in shares of, or options, warrants, rights to subscribe for or purchase capital shares of, common stock of the Guarantor, (iib) as any declaration of a result dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Trust Securities Guarantee, (d) a reclassification of the Guarantor's ’s capital stock or the exchange or conversion of one class or series of the Guarantor's ’s capital stock for another class or series of the Guarantor's ’s capital stock, (iiie) the purchase of fractional interests in shares of the Guarantor's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchangedexchanged and (f) purchases of the Guarantor’s common stock pursuant to any of the Guarantor’s employee, (iv) dividends director or distributions in capital agent benefit plans, dividend reinvestment plans, stock purchase plans or other contractual obligation of the Guarantor (other than a contractual obligation ranking equally with 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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDebentures.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder, (ii) there shall have occurred and be continuing an Event of Default or an Event event of Default default under the Declaration, or (iii) the Guarantor shall have selected an Extension Period as provided in the Declaration and written notice of such Event of Default has been given to the Guarantorperiod, or any extension thereof, shall be continuing, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its the Guarantor's capital stock or rights to acquire such capital stock (other than (i) purchases or acquisitions of shares of the Guarantor's capital stock of the Guarantor or rights to acquire such capital stock in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorplans, (ii) as a result of a reclassification of the Guarantor's capital stock or rights to acquire such capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock or rights to acquire such capital stock for another class or series of the Guarantor's capital stock, or rights to acquire any such stock, (iii) the purchase of fractional interests in shares of the Guarantor'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 made on the Guarantor's capital stock of the Guarantor (or rights to acquire such capital stock with the Guarantor's capital stock or rights to acquire such capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock ; or (v) redemptions any declaration of a dividend in connection with the implementation of the Guarantor's Share Purchase Rights Plan (as defined in the Declaration), or purchases the redemption or repurchase of any such rights outstanding under a shareholder rights plan), pursuant thereto) or make any guarantee payments with respect to the foregoing and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDebentures.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder, (ii) there shall have occurred and be continuing an Event of Default or an a Declaration Event of Default under or (iii) the Guarantor shall have selected an Extension Period as provided in the Declaration and written notice of such Event of Default has been given to the Guarantorperiod, or any extension thereof, shall be continuing, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its the Guarantor's capital stock or rights to acquire such capital stock (other than (i) purchases or acquisitions of shares of the Guarantor's capital stock of the Guarantor or rights to acquire such capital stock in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorplans, (ii) as a result of a reclassification of the Guarantor's capital stock or rights to acquire such capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock or rights to acquire such capital stock for another class or series of the Guarantor's capital stock or rights to acquire any such stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or and distributions in made on the Guarantor's capital stock of the Guarantor (or rights to acquire such capital stock with the Guarantor's capital stock or rights to acquire such capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock , or (v) redemptions or purchases any declaration of any rights outstanding under a dividend in connection with the implementation of a shareholder 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 make any guarantee payments (other than payments under this Capital Securities Guarantee and the Common Securities Guarantee) with respect to the foregoing and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDebentures.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (a) there shall have occurred an Event of Default, (b) there shall have occurred an Event of Default or an Event of Default under the Declaration Indenture or (c) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period and written notice of such Event of Default has been given to the Guarantorperiod or extension thereof shall be continuing, then (ai) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution with respect to, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its capital stock (other than (iA) purchases or acquisitions of capital shares of Guarantor's common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by any other contractual obligation of the Guarantor of its obligations pursuant (other than a contractual obligation ranking pari passu with or junior to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the GuarantorDebentures), (iiB) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, stock or (iiiC) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (bii) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (ciii) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to this Capital Securities Guarantee). In addition, so long as any Capital Securities remain outstanding, the Guarantee Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities to be transferred; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities Guaranteeand (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall not (i) declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its the Guarantor's capital stock (which includes common and preferred stock) or (other than (ia) purchases dividends or acquisitions of capital stock of the Guarantor distributions in connection with the satisfaction by the Guarantor of its obligations under any employee shares of, or agent benefit plans options, warrants, rights to subscribe for or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital shares of, common stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for solely into another class or series of the Guarantor's capital stock, (iiid) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or the any security being converted convertible into or exchanged, (iv) dividends or distributions in capital stock exchangeable for shares of the Guarantor Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights to acquire capital stock) under any of the Guarantor's benefit plans for its directors, officers or repurchases employees or redemptions any of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights planGuarantor's dividend reinvestment plans), (bii) the Guarantor shall not make any payment of interestprincipal of, principal or premium, if any, on or interest on, or repay, repurchase or redeem any debt securities issued by of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (ciii) the Guarantor shall not make any guarantee payments with respect to the foregoing any guarantee (other than payments pursuant to under the Preferred Securities Guarantee or the Common Securities Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the extent appropriate Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice has been or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make Indenture and any such payment is otherwise authorized under the agreements governing such guarantee paymentsextension shall be continuing.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) there shall have occurred an Indenture Event of Default with respect to the Debt Securities of which the Guarantor has actual knowledge that (1) with the giving of notice or lapse of time, or both, would constitute an Indenture Event of Default and (2) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) there shall be a Guarantee Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (aiii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the Debt Securities and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or make any distribution with respect todistributions on, 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 Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iiiy) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interestprincipal, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities issued by of the Guarantor that rank pari passu with or junior in interest to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment Debt Securities or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to any guarantee by the foregoing Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities (other than (a) dividends or distributions in Common Stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments pursuant under this Guarantee and (d) purchases of Common Stock related to the Guarantee issuance of Common Stock or rights under any of the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment Company's benefits plans for its directors, officers or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsemployees).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the neither Guarantor shall not declare or pay dividends or make any distribution with respect todividend on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than (i) payments pursuant under this Guarantee Agreement or the equivalent guarantee agreements respecting preferred securities of Aetna Capital Trust_____,_____or_____, (ii) acquisitions of shares of a Guarantor's common stock in connection with the satisfaction by such Guarantor of its obligations under any employee benefit plan, (iii) stock repurchases in the open market, (iv) redemptions of any share purchase rights issued by a 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 such Guarantor as may be outstanding from time to time, in each case in accordance with the Guarantee terms of such stock and (vi) stock dividends paid by a Guarantor or any dividends paid by the Company provided the Company is a direct or indirect wholly owned subsidiary of the Guarantor), if at such time (a) the Guarantors shall be in default with respect to their payment obligations hereunder, (b) there shall have occurred and be continuing an event of default under the Declaration or (c) the Company shall have given notice of its election of an Extended Interest Payment Period (as defined in the Indenture) and such period, or any extension thereof, is continuing. In addition, so long as any Preferred Securities remain outstanding, each Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities Guarantee) to be transferred except to the extent appropriate notice has been given such transfer is permitted under Section 9.1(c) of the Declaration; provided that any permitted successor of a Guarantor under the Indenture may succeed to the beneficiaries thereof effectively blocking such payment Guarantor's direct or indirect ownership of the Common Securities and (ii) will use reasonable efforts to cause the extent Issuer to continue to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if if, at any time, (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Capital Securities Guarantee or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (aiii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing, then the Guarantor shall not (1) declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its the Guarantor's capital stock (which includes common and preferred stock) or (2) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (3) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures (other than (ia) purchases dividends or acquisitions of capital stock of the Guarantor distributions in connection with the satisfaction by the Guarantor of its obligations under any employee shares of, or agent benefit plans options, warrants or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor rights to purchase capital shares of, common stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iiie) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (ivf) dividends purchases of common stock related to the issuance of common stock or distributions in capital stock rights under any of the Guarantor (Guarantor's benefit plans for its directors, officers or rights to acquire capital stock) employees or repurchases or redemptions any of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights planGuarantor's dividend reinvestment plans), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments.

Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if there shall have occurred an Event of Default or an Event event of Default default under the Declaration and written notice of such Event of Default has been given to the GuarantorDeclaration, then (aA) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (iI) purchases or acquisitions of capital shares of its common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock shares of the Guarantorits common stock, (iiII) as a result of a reclassification of the Guarantor's its capital stock or the exchange or conversion of one class or series of the Guarantor's its capital stock for another class or series of the Guarantor's its capital stock, (iiiIII) the purchase of fractional interests in shares of the Guarantor's its capital stock pursuant to an acquisition, the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (iv) dividends or distributions in capital stock of the Guarantor (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 purchases pursuant to the Guarantor's Rights Agreement, dated August 7, 1995, between the Guarantor and The Bank of any rights outstanding under a shareholder rights plan)New York (as successor to AmSouth Bank) as Rights Agent, (b) the Guarantor 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 Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or Preferred Securities Guarantee, dated as of August 22, 2001 of the Guarantor with respect to the 7-1/2% Trust Originated Preferred Securities, this Agreement, the Preferred Securities Guarantee, dated as of April 29, 1997 and the Common Securities Guarantee) Guarantee dated as of April 29, 1997 of the Company with respect to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments8 1/4% Trust Originated Preferred Securities, Series B of PLC Capital Trust I).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor 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 Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights planplan ), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures (to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securitiesdebt), and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall will not declare or pay any dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital common stock (other than or preferred stock or make any guarantee payment with respect thereto if at such time (i) purchases the Guarantor shall be in default with respect to its Guarantee Payments or acquisitions other payment obligations hereunder, (ii) there shall have occurred any Event of Default (as defined in the Declaration) or (iii) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in connection accordance with the satisfaction terms of such preferred stock or (iii) cash payments made by the Guarantor in lieu of its obligations under any employee or agent benefit plans or delivering fractional shares upon the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorredemption, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor'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 any preferred stock of the Guarantor (or rights as may be outstanding from time to acquire capital time in accordance with the terms of such preferred stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of . In addition, so long as any rights outstanding under a shareholder rights plan)Preferred Securities remain outstanding, (b) the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Securities and shall not make any payment of interest, principal cause or premium, if any, on or repay, repurchase or redeem any debt securities issued by permit the Guarantor that rank junior Common Securities to the Debentures be transferred except to the extent appropriate notice has been given to such transfer is permitted under Section 9.01(c) of the holders thereof effectively blocking such payment or to the extent the failure to make Declaration, provided that any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments.permitted successor of the

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the Debentures, (ii) there shall be a Guarantee Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (aiii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor to, (x) declare or pay any dividends or make any distribution with respect todistributions on, 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 Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iiiy) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interestprincipal, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities issued by of the Guarantor that rank on a parity with or junior in interest to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to any guarantee by the foregoing Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks on a parity with or junior in interest to the Debentures (other than payments pursuant (a) repurchases, redemptions or other acquisitions of shares of the Guarantor's capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of the Guarantor's capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable default, Guarantee Event of Default or Extension Period, as the Common Securities Guaranteecase may be, (b) to as a result of an exchange or conversion of any class or series of the extent appropriate notice has been given to Guarantor's capital stock (or any capital stock of a subsidiary of the beneficiaries thereof effectively blocking such payment Guarantor) for any class or to series of the extent Guarantor's capital stock or of any class or series of the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments.Guarantor's

Limitation of Transactions. So long as any Preferred Trust Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall not (i) declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its the Guarantor’s capital stock (which includes common and preferred stock), (ii) make any payment of principal, interest or premium, if any, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (ia) purchases dividends or acquisitions of capital stock of the Guarantor distributions in connection with the satisfaction by the Guarantor of its obligations under any employee shares of, or agent benefit plans options, warrants, rights to subscribe for or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital shares of, common stock of the Guarantor, (iib) as any declaration of a result dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Trust Securities Guarantee, (d) a reclassification of the Guarantor's ’s capital stock or the exchange or conversion of one class or series of the Guarantor's ’s capital stock for another class or series of the Guarantor's ’s capital stock, (iiie) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (f) the purchase of fractional interests in shares of the Guarantor's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchangedexchanged and (g) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor’s benefit plans for its directors, officers or employees or any of the Guarantor’s dividend reinvestment plans) if at such time (i) there shall have occurred any event that would be an Indenture Event of Default, (ivii) dividends or distributions in capital stock of if such Debentures are held by the Property Trustee, the Guarantor (or rights shall be in default with respect to acquire capital stock) or repurchases or redemptions its payment of capital stock solely from the issuance or exchange of capital stock any obligations under this Trust Securities Guarantee or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (biii) the Guarantor shall not make any have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make Indenture and any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor extension shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsbe continuing.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (a) there shall have occurred an Event of Default or Default, (b) there shall have occurred an Event event of Default default under the Declaration and written notice Indenture or (c) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period as provided in Article IV of such Event of Default has been given the Fourth Supplemental Indenture to the GuarantorIndenture, and such period or extension thereof shall be continuing, then (ai) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution with respect to, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its capital stock (other than (iA) purchases repurchases, redemptions or other acquisitions of shares of its capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by any other contractual obligation of the Guarantor of its obligations pursuant (other than a contractual obligation ranking pari passu with or junior to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the GuarantorDebentures), (iiB) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, stock or (iiiC) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (bii) the Guarantor shall not make any payment of interest, interest on or principal or premium, if any, on of or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (ciii) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to this Preferred Securities Guarantee). In addition, so long as any Preferred Securities remain outstanding, the Guarantee Guarantor will (i) maintain 100% direct or indirect ownership of the Common Securities; provided, however, that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) use its reasonable efforts to cause the Issuer (A) to remain a statutory trust, except in connection with a distribution of Debentures to the holders of the Common Securities Guaranteeand Preferred Securities in liquidation of the Issuer, the redemption of all Common Securities and Preferred Securities or certain mergers, consolidations or amalgamations, each as provided in the Declaration and (B) to otherwise continue not to be treated as an association taxable as a corporation or partnership for United States federal income tax purposes and (iii) use its reasonable efforts to cause each holder of Common Securities and Preferred Securities to be treated as owning an individual beneficial interest in the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDebentures.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debentures and such deferral is continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or any event of default under the Declaration or (iii) there shall have occurred and be continuing any event that, with the giving of notice or the lapse of time or both, would constitute an Event event of Default or an Event of Default default under the Declaration and written notice of such Event of Default has been given to the GuarantorIndenture, then (a) the Guarantor shall not declare or pay dividends on, or make any distribution distributions with respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, any of its capital stock (other than (iA)(i) purchases or acquisitions of shares of the Guarantor's capital stock of the Guarantor (or capital stock equivalents) in connection with the satisfaction by the Guarantor of its obligations under any officers, directors or employee or agent benefit plans existing on the date hereof (or any options or other instruments issued thereunder) or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock shares of the Guarantor's capital stock (or capital stock equivalents), (ii) purchases of shares of the Guarantor's capital stock (or capital stock equivalents) from officers, directors or employees of the Guarantor or its subsidiaries pursuant to employment agreements existing on the date hereof or upon termination of employment or retirement, (iii) as a result of a reclassification reclassification, combination or subdivision of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iiiiv) dividends or distributions of shares of common stock on common stock, (v) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the any security being converted or exchangedexchanged into such capital stock, (ivvi) dividends purchases or distributions other acquisitions of common stock in capital stock of connection with a dividend reinvestment or other similar plan existing on the Guarantor date hereof, or (vii) any dividend or rights to acquire capital stock) or repurchases or redemptions distribution of capital stock solely from (or capital stock equivalents) in connection with the implementation of a stockholders rights plan existing on the date hereof, or the issuance of stock under any such plan in the future, or exchange the redemption or repurchase of capital stock any such rights pursuant thereto, or (vB) redemptions or purchases guarantee payments made with respect to any of any rights outstanding under a shareholder rights planthe foregoing), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank PARI PASSU with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant hereto or pursuant to the Guarantee or the Common Securities Guarantee) to , the extent appropriate notice has been given to Cash Offer Preferred Securities or the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsCash Offer Common Securities Guarantee).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an Event event of Default default under the Declaration and written notice of such Event of Default has been given to the GuarantorDeclaration, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution distributions 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 shares of its common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock shares of the Guarantorits common stock, (ii) as a result of a reclassification of the Guarantor's its capital stock or the exchange or conversion of one class or series of the Guarantor's its capital stock for another class or series of the Guarantor's its capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (iv) dividends or distributions in capital stock of the Guarantor (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 purchases pursuant to the Guarantor's Rights Agreement, dated August 7, 1995, between the Guarantor and AmSouth Bank of any rights outstanding under a shareholder rights planAlabama as Rights Agent), (b) the Guarantor 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 Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or this Agreement, the Common Securities Guarantee, dated as of __________, 199_ (the "Common Guarantee") of the Guarantor with respect to the extent appropriate notice has been given ___% Trust Originated Common Securities of the Trust, the Preferred Securities Guarantee Agreement, dated April 29, 1997 of the Guarantor with respect to the beneficiaries thereof effectively blocking such payment or 8 1/4% Trust Originated Preferred Securities of PLC Capital Trust I, the Common Securities Guarantee Agreement, dated as of April 29, 1997 of the Guarantor with respect to the extent 8 1/4% Trust Originated Common Securities of PLC Capital Trust I and the failure Guarantee Agreement, dated as of June 9, 1994 of the Guarantor with respect to make any such payment is otherwise authorized under the agreements governing such guarantee payments9% Cumulative Monthly Income Preferred Securities, Series A of PLC Capital L.L.C.).

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall not, and shall not permit any subsidiary of the Guarantor to, (i) declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its the Guarantor's capital stock (other which includes common and preferred stock)(other than (ia) purchases dividends or acquisitions of capital stock of the Guarantor distributions in connection with the satisfaction by the Guarantor of its obligations under any employee shares of, or agent benefit plans options, warrants, rights to subscribe for or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital shares of, common stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iiid) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (ive) dividends or distributions in capital stock purchases of the Guarantor (Guarantor's common stock related to the issuance of the Guarantor's common stock or rights to acquire capital stock) under any of the Guarantor's benefit plans for its directors, officers, employees or repurchases or redemptions any of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights planGuarantor's dividend reinvestment plans), (bii) the Guarantor shall not make any payment of interestprincipal of, principal or premium, if any, or interest on or repay, repurchase or redeem any debt securities issued by of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (ciii) the Guarantor shall not make any guarantee payments with respect to the foregoing any guarantee (other than payments under this Capital Securities Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (a) with the giving of notice or the lapse of time, or both, would constitute an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (2) an Indenture Event of Default shall have occurred and be continuing, (3) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Capital Securities Guarantee or (4) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Guarantee Indenture or such extension period, or any such extension shall have commenced and be continuing. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing under the Declaration, the rights of the holders of the Common Securities Guarantee) to receive Guarantee Payments under the Common Securities Guarantee or any Other Common Securities Guarantee shall be subordinated to the extent appropriate notice has been given rights of the holders of the Capital Securities to the beneficiaries thereof effectively blocking receive payments of all amounts due and owing to such payment holders under this Capital Securities Guarantee or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsOther Guarantee.

Limitation of Transactions. So long as any Partnership Preferred Securities remain outstanding, if there shall (a) for any distribution period, full distributions on a cumulative basis on any Partnership Preferred Securities have occurred not been paid or declared and set apart for payment (b) an Investment Event of Default by any Investment Affiliate in respect of any Affiliate Investment Instrument has occurred and is continuing and the Guarantor is in default of its obligations with respect thereto under an applicable Investment Guarantee or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (ac) the Guarantor shall be in default with respect to its payment obligations under this Partnership Guarantee, the Trust Preferred Securities Guarantee or the Trust Common Securities Guarantee then, during such period (i) the Company shall not declare or pay any dividends or on, make any distribution distributions with respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, to any of its capital stock (except for dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, its common stock and exchanges or conversions of common stock of one class for common stock of another class and other than (ix) purchases or acquisitions of capital shares of its common stock of the Guarantor in connection with the satisfaction by the Guarantor Company of its obligations under any employee benefit, dividend reinvestment, stock purchase or agent benefit other stock plans or any other contractual obligation of the satisfaction by the Guarantor of its obligations pursuant Company (other than a contractual obligation ranking pari passu with or junior to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the GuarantorAffiliate Investment Instrument), (iiy) as a result of a reclassification of the GuarantorCompany's capital stock or the exchange or conversion of one class or series of the GuarantorCompany's capital stock for another class or series of the GuarantorCompany's capital stock, stock or (iiiz) the purchase of fractional interests in shares of the GuarantorCompany'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (bii) the Guarantor Company shall not make any payment or cause any payment to be made that would result in, and shall take such action as shall be necessary to prevent, the payment of interestany dividends on, principal any distribution with respect to, any redemption, purchase or premiumother acquisition of, if anyor any liquidation payment with respect to, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securitiesComparable Equity Interest, and (ciii) the Guarantor Company shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the this Partnership Guarantee or any other guarantee by the Common Securities Guarantee) Company with respect to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsComparable Equity Interest).

Limitation of Transactions. So long as any Preferred Securities HITS remain outstanding, if (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder; (ii) there shall have occurred an any Event of Default or an Event of Default Nonpayment under the Declaration and written notice of such Event of Default has been given Indenture (as defined therein) or during an Extension Period (as defined in the Thirteenth Supplemental Indenture); (iii) the Guarantor shall be in default with respect to the Guarantorpayment of any interest upon any HITS when it becomes due and payable; or (iv) the Guarantor shall be in default with respect to the payment of any principal of (or premium, if any, on) any HITS as and when the same shall become due and payable, then (a) the Guarantor shall not declare or pay dividends any dividend on, or make any distribution distributions 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 shares of the Guarantor Guarantor’s common stock in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorplans, (ii) as a result of a reclassification of the Guarantor's ’s capital stock or the exchange or conversion of one class or series of the Guarantor's ’s capital stock for another class or series of the Guarantor's ’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's ’s capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged, or (iv) dividends or distributions in capital stock of payment by the Guarantor (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 purchases of any rights outstanding under a shareholder rights planthis HITS Guarantee Agreement), (b) the Guarantor 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 Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, Notes and (c) the Guarantor shall not make any payment under any guarantee payments that ranks equally with respect or junior to the foregoing (other than payments pursuant to the this HITS Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsAgreement.

Limitation of Transactions. So As long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default occurs under the Guarantee or an a Trust Enforcement Event of Default occurs under the Declaration and written notice of such Event of Default event has been given to the Guarantor, then (a) the Guarantor shall and Industries may not (i) declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, to any of its the Guarantor's or Industries' capital stock or (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or Industries that rank on a parity with or junior in interest to the Debentures or make any guarantee payments with respect to any guarantee by the Guarantor or Industries of the debt securities of any subsidiary of the Guarantor or Industries if such guarantee ranks on a parity with or junior in interest to the Debentures (other than (ia) purchases or acquisitions of capital stock of the Guarantor or Industries in connection with the satisfaction by the Guarantor or Industries of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor or Industries of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor or Industries to purchase capital stock of the GuarantorGuarantor or Industries, (iib) as a result of a reclassification of the Guarantor's or Industries' capital stock or the exchange or conversion of one class or series of the Guarantor's or Industries' capital stock for another class or series of the Guarantor's or Industries' capital stock, (iiic) the purchase of fractional interests in shares of the Guarantor's or Industries' capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivd) dividends or distributions in capital stock of the Guarantor or Industries, (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (ve) redemptions or purchases repurchases of any rights outstanding under pursuant to a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, agreement and (cf) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities under this Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments).

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder, (ii) there shall have occurred and be continuing an Event of Default or an Event event of Default default under the Declaration, or (iii) the Guarantor shall have selected an Extension Period as provided in the Declaration and written notice of such Event of Default has been given to the Guarantorperiod, or any extension thereof, shall be continuing, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its the Guarantor's capital stock or rights to acquire such capital stock (other than (i) purchases or acquisitions of shares of the Guarantor's capital stock of the Guarantor or rights to acquire such capital stock in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorplans, (ii) as a result of a reclassification of the Guarantor's capital stock or rights to acquire such capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock or rights to acquire such capital stock for another class or series of the Guarantor's capital stock, or rights to acquire any such stock, (iii) the purchase of fractional interests in shares of the Guarantor'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 made on the Guarantor's capital stock of the Guarantor (or rights to acquire such capital stock) or repurchases or redemptions of , in each case with the Guarantor's capital stock solely from the issuance or exchange of rights to acquire such capital stock stock; or (v) redemptions or purchases of make any rights outstanding guarantee payments (other than payments under a shareholder rights plan), the Guarantees) with respect to the foregoing and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDebentures.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an Event event of Default default under the Declaration and written notice of such Event of Default has been given to the GuarantorDeclaration, then (aA) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (iI) purchases or acquisitions of capital shares of its common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock shares of the Guarantorits common stock, (iiII) as a result of a reclassification of the Guarantor's its capital stock or the exchange or conversion of one class or series of the Guarantor's its capital stock for another class or series of the Guarantor's its capital stock, (iiiIII) the purchase of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (iv) dividends or distributions in capital stock of the Guarantor (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 purchases pursuant to the Guarantor's Rights Agreement, dated August 7, 1995, between the Guarantor and The Bank of any rights outstanding under a shareholder rights plan)New York (as successor to AmSouth Bank) as Rights Agent, (b) the Guarantor 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 Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or this Agreement, the Common Securities Guarantee) , dated as of 29, 1997 August 22, 2001 of the Guarantor with respect to the extent appropriate notice has been given 7-1/2% Trust Originated Common Securities of the Trust and the Preferred Securities Guarantee dated as of April 29, 1997 and the Common Securities Guarantee, dated as of April 29, 1997 of the Guarantor with respect to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments8 1/4% Trust Originated Preferred Securities, Series B of PLC Capital Trust I).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall will not declare or pay any dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital common stock (other than or preferred stock or make any guarantee payment with respect thereto if at such time (i) purchases the Guarantor shall be in default with respect to its Guarantee Payments or acquisitions other payment obligations hereunder, (ii) there shall have occurred any Event of Default (as defined in the Declaration) or (iii) the Guarantor shall have given notice of its selection of an extension period (as provided in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) any declaration of a dividend under a shareholder rights plan or in connection with the implementation of a shareholder rights plan, the issuance of capital stock of the Guarantor in connection with Company under a shareholder rights plan or the satisfaction redemption, repurchase or exchange of any such right distributed pursuant to a shareholder rights plan, (iii) payments of accrued dividends by the Guarantor of its obligations under any employee or agent benefit plans or upon the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorredemption, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series any preferred stock of the Guarantor's capital stock for another class or series of Guarantor as may be outstanding from time to time in accordance with the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions terms of such capital stock or the security being converted or exchangedpreferred stock, (iv) dividends cash payments made by the Guarantor in lieu of delivering fractional shares upon the redemption, exchange or distributions in capital conversion of any preferred stock of the Guarantor (or rights as may be outstanding from time to acquire capital stock) or repurchases or redemptions time in accordance with the terms of capital such preferred stock solely from the issuance or exchange of capital stock or (v) redemptions payments under this Agreement, or (vi) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees, or related to the issuance of Common Stock or rights outstanding under a shareholder rights dividend reinvestment and stock purchase plan). In addition, (b) so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Securities and shall not make any payment of interest, principal cause or premium, if any, on or repay, repurchase or redeem any debt securities issued by permit the Guarantor that rank junior Common Securities to the Debentures be transferred except to the extent appropriate notice has been given such transfer is permitted under Section 9.01(c) of the Declaration, provided that any permitted successor of the Guarantor under the Indenture may succeed to the holders thereof effectively blocking such payment or to Guarantor's ownership of the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, Common Securities; and (cii) will use reasonable efforts to cause the Guarantor shall not make any guarantee payments Issuer to continue to be treated as a grantor trust for United States Federal income tax purposes, except in connection with respect to a distribution of Debentures as provided in the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (a) there shall have occurred an Event of Default, (b) there shall have occurred an Event of Default (as defined by the Indenture) or an Event (c) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period as provided in Article IV of Default under the Declaration and written notice of such Event of Default has been given First Supplemental Indenture to the GuarantorIndenture and such period or extension thereof shall be continuing, then (ai) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution with respect to, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its capital stock (other than (iA) purchases or acquisitions of capital shares of Guarantor's common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by any other contractual obligation of the Guarantor of its obligations pursuant (other than a contractual obligation ranking pari passu with or junior to any contract the Debentures), or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iiiB) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (bii) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (ciii) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to this Preferred Securities Guarantee). In addition, so long as any Preferred Securities remain outstanding, the Guarantee Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities Guaranteeand (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or under this Preferred Securities Guarantee, an Event event of Default default under the Declaration and written notice of such Event of Default has been given to Trust Agreement or during an Extended Interest Payment Period (as defined in the GuarantorIndenture), then (a) the Guarantor shall not declare or pay dividends pay, and shall not allow any of its Subsidiaries to declare or pay, any dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (iA) purchases dividends or acquisitions of capital distributions in common stock of the Guarantor or any Subsidiary of the Guarantor, or any declaration of a non-cash dividend in connection with the satisfaction by implementation of a shareholder rights plan, or the Guarantor issuance of its obligations stock under any employee or agent benefit plans such plan in the future, or the satisfaction by the Guarantor redemption or repurchase of its obligations any such rights pursuant to any contract or security outstanding on the date thereto, (B) purchases of such event requiring the Guarantor to purchase capital common stock of the GuarantorGuarantor related to the rights under any benefit plans for its directors, officers or employees, (iiC) as a result of a reclassification of the Guarantor's its capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for into another class or series of the Guarantor's its capital stock, or (iiiD) the purchase payments of fractional interests in shares of the Guarantor'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 to the Guarantor (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 purchases of any rights outstanding under a shareholder rights planGuarantor), ; (b) the Guarantor shall not make make, and shall not allow any of its Subsidiaries to make, any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that which rank pari passu with or junior to the Debentures of such series or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the extent appropriate notice has been given Debentures of such series; provided, however, that notwithstanding the foregoing the Guarantor may make payments pursuant to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized its obligations under the agreements governing such debt securities, this Guarantee; and (c) the Guarantor shall not make redeem, purchase or acquire less than all of the outstanding Debentures of such series or any guarantee payments with respect of the Preferred Securities relating to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsTrust.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an Event event of Default default under the Declaration and written notice of such Event of Default has been given to the GuarantorDeclaration, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution distributions 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 shares of its common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock shares of the Guarantorits common stock, (ii) as a result of a reclassification of the Guarantor's its capital stock or the exchange or conversion of one class or series of the Guarantor's its capital stock for another class or series of the Guarantor's its capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (iv) dividends or distributions in capital stock of the Guarantor (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 purchases pursuant to the Guarantor's Rights Agreement, dated August 7, 1995, between the Guarantor and AmSouth Bank of any rights outstanding under a shareholder rights planAlabama as Rights Agent), (b) the Guarantor 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 Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or this Agreement, the Common Securities Guarantee, dated as of __________, 199_ (the "Common Guarantee") of the Guarantor with respect to the extent appropriate notice has been given ___% Trust Originated Common Securities of the Trust, the Preferred Securities Guarantee Agreement, dated _________, 1997 (the "Trust III Preferred Guarantee") with respect to the beneficiaries thereof effectively blocking such payment or ____% Trust Originated Preferred Securities of PLC Capital Trust III (the "Trust III TOPrS"), the Common Securities Guarantee Agreement, dated ___________, 1997 (the "Trust III Common Guarantee") with respect to the extent __% Trust Originated Common Securities of PLC Capital Trust III (the failure "Trust III Common Securities"), the Preferred Securities Guarantee Agreement dated as of ________, 1997 (the "Trust II Preferred Guarantee") with respect to make any such payment is otherwise authorized under the agreements governing such guarantee payments__% Trust Originated Preferred Securities of PLC Capital Trust II (the "Trust II TOPrS"), the Common Securities Guarantee Agreement dated as of ________, 1997 (the "Trust II Common Guarantee") with respect to the __% Trust Originated Common Securities of PLC Capital Trust II (the "Trust II Common Securities"), the Preferred Securities Guarantee Agreement, dated April 29, 1997 of the Guarantor with respect to the 8 1/4% Trust Originated Preferred Securities of PLC Capital Trust I, the Common Securities Guarantee Agreement, dated as of April 29, 1997 of the Guarantor with respect to the 8 1/4% Trust Originated Common Securities of PLC Capital Trust I and the Guarantee Agreement, dated as of June 9, 1994 of the Guarantor with respect to the 9% Cumulative Monthly Income Preferred Securities, Series A of PLC Capital L.L.C.).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debentures and such deferral is continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or any event of default under the Declaration or (iii) there shall have occurred and be continuing any event that, with the giving of notice or the lapse of time or both, would constitute an Event event of Default or an Event of Default default under the Declaration and written notice of such Event of Default has been given to the GuarantorIndenture, then (a) the Guarantor shall not declare or pay dividends on, or make any distribution distributions with respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, any of its capital stock (other than (A) (i) purchases or acquisitions of shares of the Guarantor's capital stock of the Guarantor (or capital stock equivalents) in connection with the satisfaction by the Guarantor of its obligations under any officers, directors or employee or agent benefit plans existing on the date hereof (or any options or other instruments issued thereunder) or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock shares of the Guarantor's capital stock (or capital stock equivalents), (ii) purchases of shares of the Guarantor's capital stock (or capital stock equivalents) from officers, directors or employees of the Guarantor or its subsidiaries pursuant to employment agreements existing on the date hereof or upon termination of employment or retirement, (iii) as a result of a reclassification reclassification, combination or subdivision of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iiiiv) dividends or distributions of shares of common stock on common stock, (v) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the any security being converted or exchangedexchanged into such capital stock, (ivvi) dividends purchases or distributions other acquisitions of common stock in capital stock of connection with a dividend reinvestment or other similar plan existing on the Guarantor date hereof, or (vii) any dividend or rights to acquire capital stock) or repurchases or redemptions distribution of capital stock solely from (or capital stock equivalents) in connection with the implementation of a stockholders rights plan existing on the date hereof, or the issuance of stock under any such plan in the future, or exchange the redemption or repurchase of capital stock any such rights pursuant thereto, or (vB) redemptions or purchases guarantee payments made with respect to any of any rights outstanding under a shareholder rights planthe foregoing), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank PARI PASSU with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant hereto or pursuant to the Guarantee or the Common Securities Guarantee) to , the extent appropriate notice has been given to Exchange Preferred Securities Guarantee or the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsExchange Common Securities Guarantee.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then Guarantor will not (a) the Guarantor shall not declare or pay dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital common stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital preferred stock or the security being converted make any guarantee payment with respect thereto or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, premium (if any) or principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that which rank pari passu or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking Debentures, if at such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and time (ci) the Guarantor shall not make any guarantee payments be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided that (a) the Guarantor will be permitted to pay accrued dividends (and cash in lieu of fractional shares) upon the conversion of any of its Series D Mandatory Conversion Premium Dividend Preferred Stock or upon the conversion of any other Preferred Stock of the Guarantor as may be outstanding from time to time, in each case in accordance with the terms of such stock and (b) the foregoing will not apply to any stock dividends paid by the Company. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (other than payments pursuant to i) will remain the Guarantee sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities Guarantee) to be transferred except to the extent appropriate notice has been given such transfer is permitted under Section 9.1(c) of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the beneficiaries thereof effectively blocking such payment or Guarantor's ownership of the Common Securities and (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder, or (ii) there shall have occurred and be continuing an Event of Default or an Event event of Default default under the Declaration and written notice of such Event of Default has been given to the GuarantorDeclaration, then (a) the Guarantor shall not not, and shall cause the Debenture Issuer to not, declare or pay dividends or any dividend on, make any distribution distributions 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 shares of the Company's or the Guarantor's capital stock of the Guarantor in connection with the satisfaction by the Guarantor Debenture Issuer or the Guarantor, respectively, of its their obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorplans, (ii) as a result of a reclassification of the Debenture Issuer's or the Guarantor's capital stock or the exchange or conversion of one class or series of the Debenture Issuer's or the Guarantor's capital stock for another class or series of the Debenture Issuer's or the Guarantor's capital stock, or in any such case, any rights to acquire any such stock, in such cases where a pre-existing right to acquire such stock exists, (iii) the purchase of fractional interests in shares of the Debenture Issuer's or the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, exchanged or (iv) dividends or distributions in made on the Debenture Issuer's or the Guarantor's capital stock of the Guarantor (or rights to acquire such stock with the Debenture Issuer's or the Guarantor's capital stock or rights to acquire such stock) or repurchases or redemptions of capital stock solely from make any guarantee payments with respect to the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), foregoing and (b) the Guarantor shall not not, and shall cause the Debenture Issuer to 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 Guarantor that or the Debenture Issuer which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDebentures.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (a) there shall have occurred an Event of Default, (b) there shall have occurred an Event of Default or an Event of Default (as defined under the Declaration and written notice Indenture) or (c) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period as provided in Article IV of such Event of Default has been given the Second Supplemental Indenture to the GuarantorIndenture, and such period or extension thereof shall be continuing, then (ai) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution with respect to, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its capital stock (other than (iA) purchases or acquisitions of capital shares of Guarantor's common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by any other contractual obligation of the Guarantor of its obligations pursuant (other than a contractual obligation ranking pari passu with or junior to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the GuarantorDebentures), (iiB) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, stock or (iiiC) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (bii) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (ciii) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to this Preferred Securities Guarantee). In addition, so long as any Preferred Securities remain outstanding, the Guarantee Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities Guaranteeand (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder, or (ii) there shall have occurred and be continuing an Event of Default or an Event event of Default default under the Declaration and written notice of such Event of Default has been given to the GuarantorDeclaration, then (a) the Guarantor shall not, and shall cause the Debenture Issuer not to, declare or pay dividends or any dividend on, make any distribution distributions 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 shares of the Company's or the Guarantor's capital stock of the Guarantor or rights to acquire such capital stock in connection with the satisfaction by the Guarantor Debenture Issuer or the Guarantor, respectively, of its their obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorplans, (ii) as a result of a reclassification of the Debenture Issuer's or the Guarantor's capital stock or rights to acquire such capital stock or the exchange or conversion of one class or series of the Debenture Issuer's or the Guarantor's capital stock for another class or series of the Debenture Issuer's or the Guarantor's capital stock or rights to acquire such capital stock, (iii) the purchase of fractional interests in shares of the Debenture Issuer's or the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, exchanged or (iv) dividends or distributions in made on the Debenture Issuer's or the Guarantor's capital stock of the Guarantor (or rights to acquire such stock with the Debenture Issuer's or the Guarantor's capital stock or rights to acquire such stock) or repurchases or redemptions of capital stock solely from make any guarantee payments with respect to the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), foregoing and (b) the Guarantor shall not not, and shall cause the Debenture Issuer to 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 Guarantor that or the Debenture Issuer which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDebentures.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default Default, an event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default or an event of default under the Declaration Indenture or an exercise by the Guarantor of its right to defer payment of interest as provided in the Indenture and written notice of such Event of Default has been given to the Guarantordeferral period, or any extension thereof, shall be continuing, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock or make any guarantee payment with respect thereto (other than (i) purchases repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the satisfaction by the Guarantor benefit of its obligations under any employee employees, officers, directors or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorconsultants, (ii) as a result of a reclassification of the Guarantor's capital stock stock, or the exchange or conversion of one any class or series of the Guarantor's capital stock for another any other class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, exchanged or (iv) dividends or distributions in capital stock distribution of rights under any shareholders' rights plan adopted by the Guarantor (or rights to acquire capital stockCompany) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), and (b) the Guarantor shall not make any payment of interestinterest on, or principal of (or premium, if any, on on), or repay, repurchase or redeem redeem, any debt securities issued by the Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing thereto (other than payments pursuant to this Preferred Security Guarantee); provided, however, the Guarantee or Guarantor may declare and pay a stock dividend where the Common Securities Guarantee) to dividend stock is the extent appropriate notice has been given to same stock as that on which the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment dividend is otherwise authorized under the agreements governing such guarantee paymentsbeing paid.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if there shall have occurred an and be continuing any Guarantee Event of Default or an any Declaration Event of Default under the Declaration and written notice of such Event of Default has been given to the GuarantorDefault, then (a) the Guarantor shall not declare or pay dividends any dividend on, or make any distribution distributions with respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, any of its capital stock (other than (A) (i) purchases or acquisitions of shares of the Guarantor's capital stock of the Guarantor (or capital stock equivalents) in connection with the satisfaction by the Guarantor of its obligations under any officers, directors or employee or agent benefit plans (or the satisfaction by the Guarantor of its obligations pursuant to any contract options or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorother instruments issued thereunder), (ii) as a result of a reclassification reclassification, combination or subdivision of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) dividends or distributions of shares of common stock of the Guarantor, (iv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the any security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of exchanged into such capital stock or (v) redemptions any dividend or purchases 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 outstanding under a shareholder rights planpursuant thereto, or (B) guarantee payments made with respect to any of the foregoing), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to debt securities of any subsidiary of the foregoing Guarantor that rank pari passu with or junior to the Debentures (other than payments pursuant to the this Capital Securities Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsGuarantee Agreement).

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or an a Declaration Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then or (ab) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate of the Guarantor controlled by the Guarantor to (x) declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its the Guarantor's or such Affiliate's capital stock (other than payments of dividends or distributions to the Guarantor or a Subsidiary of the Guarantor) or make any guarantee payments with respect to the foregoing; (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate of the Guarantor controlled by the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures; or (z) enter into 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 Guarantor to such shareholders, unless the transaction in which 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 (z) a transaction shall be conducted on an arm's length basis if such contract was approved by a committee of the Guarantor's Independent Directors) (other than, with respect to clauses (x) and (y) above, (i) purchases repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any Subsidiary of the Guarantor 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 satisfaction by the Guarantor issuance of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the GuarantorGuarantor 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 occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of a reclassification of the Guarantor's capital stock or the any exchange or conversion of one any class or series of the Guarantor's capital stock (or any capital stock of a Subsidiary of the Guarantor) for another any class or series of the Guarantor's capital stock (or in the case of a Subsidiary of the Guarantor, any class or series of such Subsidiary's capital stock) or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock (or in the case of indebtedness of a Subsidiary of the Guarantor, of any class or series of such Subsidiary's indebtedness for any class or series of such Subsidiary's capital stock), (iii) the purchase of fractional interests in shares of the Guarantor's capital stock (or the capital stock of a Subsidiary of the Guarantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends any declaration of a dividend in connection with any stockholders' rights plan, or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (v) redemptions any dividend in the form of stock, warrants, options or purchases other rights where the dividend stock or the stock issuable upon exercise of any such warrants, options or other rights outstanding under a shareholder rights plan), (b) is the Guarantor shall not make any payment of interest, principal same stock as that on which the dividend is being paid or premium, if any, on ranks pari passu with or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment stock and any cash payments in lieu of fractional shares issued in connection therewith, or to the extent the failure to make any such payment is otherwise authorized (vi) payments under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities this Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments).

Limitation of Transactions. So The Guarantor hereby covenants and agrees that, so long as any Preferred Securities remain outstanding, if there shall have occurred an Event it will not, and will not permit any of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantorits Subsidiaries to, then (a) the Guarantor shall not declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its the outstanding capital stock (other than (i) purchases or acquisitions of capital stock shares of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interestprincipal of, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities issued by security of the Guarantor that rank ranks junior in interest to the Debentures to or the extent appropriate notice has been given to guarantee in respect thereof, as the holders thereof effectively blocking such payment case may be, or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to any guarantee by the foregoing Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in Common Shares (as defined in the Indenture) of the Guarantor, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Guarantor or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments pursuant under any preferred securities guarantee, and (iv) purchases of Common Stock related to the Guarantee issuance of Common Stock under any benefit plans of the Guarantor for its directors, officers or employees) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the Common Securities Guaranteelapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Guarantor shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the extent appropriate notice has been given to Debentures as provided in the beneficiaries thereof effectively blocking Indenture and shall not have rescinded such payment notice, or to the extent the failure to make such Extension Period, or any such payment is otherwise authorized under the agreements governing such guarantee paymentsextension thereof, shall be continuing.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an Event event of Default default under the Declaration and written notice of such Event of Default has been given to the GuarantorDeclaration, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution distributions 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 shares of its common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock shares of the Guarantorits common stock, (ii) as a result of a reclassification of the Guarantor's its capital stock or the exchange or conversion of one class or series of the Guarantor's its capital stock for another class or series of the Guarantor's its capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (iv) dividends or distributions in capital stock of the Guarantor (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 purchases pursuant to the Guarantor's Rights Agreement, dated August 7, 1995, between the Guarantor and AmSouth Bank of any rights outstanding under a shareholder rights planAlabama as Rights Agent), (b) the Guarantor 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 Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or this Agreement, the Common Securities Guarantee) , dated as of , 20 of the Guarantor with respect to the extent appropriate notice has been given % Trust Originated Common Securities of the Trust, the Preferred Securities Guarantee, dated ,20 , with respect to the beneficiaries thereof effectively blocking such payment or % Trust Originated Preferred Securities of PLC Captial Trust V, the Common Securities Guarantee, dated , 20 with respect to the extent % Trust Originated Common Securites of PLC Capital Trust V, the failure Preferred Securities Guarantee dated as of August 22, 2001 and the Common Securities Guarantee, dated as of August 22, 2001 of the Company with respect to make any such payment is otherwise authorized under the agreements governing such guarantee payments71/2% Trust Originated Preferred Securities Series D of PLC Capital Trust III and the Preferred Securities Guarantee, dated as of September 25, 2002, the Common Securities Guarantee dated as of September 25, 2002 of the Company with respect to the 71/4% Trust Originated Preferred Securities Series E of PLC Capital Trust IV.

Limitation of Transactions. So long as any Preferred Trust Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall not (i) declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its the Guarantor's capital stock (which includes common and preferred stock), (ii) make any payment of principal, interest or premium, if any, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (ia) purchases dividends or acquisitions of capital stock of the Guarantor distributions in connection with the satisfaction by the Guarantor of its obligations under any employee shares of, or agent benefit plans options, warrants, rights to subscribe for or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital shares of, common stock of the Guarantor, (iib) as any declaration of a result dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Trust Securities Guarantee, (d) a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iiie) the purchase of fractional shares resulting from a reclassification of the Guarantor's capital stock, (f) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchangedexchanged and (g) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (i) there shall have occurred any event that would be an Indenture Event of Default, (ivii) dividends or distributions in capital stock of if such Debentures are held by the Property Trustee, the Guarantor (or rights shall be in default with respect to acquire capital stock) or repurchases or redemptions its payment of capital stock solely from the issuance or exchange of capital stock any obligations under this Trust Securities Guarantee or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (biii) the Guarantor shall not make any have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make Indenture and any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor extension shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsbe continuing.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall will not declare or pay any dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital common stock (other than or preferred stock or make any guarantee payment with respect thereto if at such time (i) purchases the Guarantor shall be in default with respect to its Guarantee Payments or acquisitions other payment obligations hereunder, (ii) there shall have occurred any Event of Default (as defined in the Declaration) or (iii) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions will not apply to (i) dividends, redemptions, 21 18 purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in connection accordance with the satisfaction terms of such preferred stock or (iii) cash payments made by the Guarantor in lieu of its obligations under any employee or agent benefit plans or delivering fractional shares upon the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorredemption, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor'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 any preferred stock of the Guarantor (or rights as may be outstanding from time to acquire capital time in accordance with the terms of such preferred stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of . In addition, so long as any rights outstanding under a shareholder rights plan)Preferred Securities remain outstanding, (b) the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Securities and shall not make any payment of interest, principal cause or premium, if any, on or repay, repurchase or redeem any debt securities issued by permit the Guarantor that rank junior Common Securities to the Debentures be transferred except to the extent appropriate notice has been given such transfer is permitted under Section 9.01(c) of the Declaration, provided that any permitted successor of the Guarantor under the Indenture may succeed to the holders thereof effectively blocking such payment or to Guarantor's ownership of the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, Common Securities; and (cii) will use reasonable efforts to cause the Guarantor shall not make any guarantee payments Issuer to continue to be treated as a grantor trust for United States Federal income tax purposes, except in connection with respect to a distribution of Debentures as provided in the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if (a) for any distribution period, full distributions on a cumulative basis on any Trust Preferred Securities have not been paid or declared and set apart for payment, (b) an Event of Default (as defined in the Subordinated Indenture) has occurred and is continuing or there shall have occurred and be continuing any event of which the Guarantor has actual knowledge that, with the giving of notice or lapse of time, or both, would constitute an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given with respect to the GuarantorSubordinated Debentures, then (ac) the Guarantor is in default of its obligations under this Trust Preferred Securities Guarantee or the Trust Common Securities Guarantee, or (d) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Subordinated Indenture) as provided in the Subordinated Indenture with respect to the Subordinated Debentures and shall not have rescinded such notice, or such Extension Period (or any extension thereof) shall be continuing, then, during such period the Guarantor shall not (i) declare or pay dividends or on, make any distribution distributions with respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, to any of its capital stock Capital Stock (other than except for (iw) purchases or acquisitions of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor's Common Stock related to the issuance of its Common Stock under any of the Guarantor's benefit plans for its directors, officers or employees, (iix) as a result of a reclassification of the the Guarantor's capital stock Capital Stock or the exchange or conversion of one series or class or series of the Guarantor's capital stock Capital Stock for another series or class or series of the Guarantor's capital stockCapital Stock, (iiiy) the purchase of fractional interests in shares of the Guarantor's capital stock Capital Stock pursuant to the conversion or exchange provisions of such capital stock Capital Stock or the security being converted or exchanged, and (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (vz) redemptions or purchases of any rights outstanding under pursuant to a shareholder rights planplan and the issuance of Capital Stock pursuant to such rights), (bii) the Guarantor shall not make any payment payments of interestprincipal, principal interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities issued by of the Guarantor that rank pari passu with or junior to the Debentures (other than any redemption, liquidation, interest, principal or guarantee payment by the Guarantor where the payment is made by way of securities (including the Guarantor's Capital Stock) that rank pari passu with or junior to the extent appropriate notice has been given to the holders thereof effectively blocking securities on which such payment redemption, interest, principal or to the extent the failure to make any such guarantee payment is otherwise authorized under the agreements governing such debt securities, and being made) or (ciii) the Guarantor shall not make any guarantee payments with respect to regarding the foregoing (other than payments pursuant to under the Guarantee or the Common Trust Preferred Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments.

Limitation of Transactions. So long as any Preferred Trust Securities remain outstanding, if (i) there shall have occurred an Event of Default or Default, (ii) there shall have occurred an Event event of Default default under the Declaration Indenture or (iii) the Guarantor has exercised its option to defer interest payments on the Trust Debt Securities by extending the interest payment period as provided therein, and written notice of such Event of Default has been given to the Guarantorperiod or extension thereof shall be continuing, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution or other payment with respect to, or redeem, purchase, acquire or make a any liquidation payment with respect to, to any of its capital stock (other than (i1) purchases repurchases, redemptions or other acquisitions of shares of the Guarantor’s capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorplans, (ii2) as a result of a reclassification of the Guarantor's capital stock or the an exchange or conversion of one class or series of the Guarantor's ’s capital stock for another class or series of the Guarantor's ’s capital stock, stock or (iii3) the purchase of fractional interests in shares of the Guarantor's ’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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securitiesTrust Debt Securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to this Guarantee Agreement), and (d) the Guarantee Guarantor shall not make any guarantee payments with respect to any outstanding preferred trust securities issued by any other trust sponsored by Guarantor. In addition, so long as any Preferred Trust Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Trust Securities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor’s ownership of the Common Trust Securities, (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes, (iii) will cause the Issuer to remain a statutory trust and (iv) will not cause or permit the dissolution, winding-up, liquidation or termination of the Issuer, except, in the case of clauses (iii) and (iv) above, in connection with a distribution of the Trust Debt Securities, the redemption of all of the Trust Securities Guarantee) to or mergers, consolidations or amalgamations, each as provided in the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsTrust Agreement.

Limitation of Transactions. So long as any Preferred Trust Common Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period and such extension shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under the Trust Common Securities Guarantee or (iii) there shall have occurred and be continuing any event that, with the giving of notice or the lapse of time or both, would constitute an Indenture Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the GuarantorDefault, then (a) the Guarantor shall not (a) declare or pay dividends on, or make any a distribution with respect to, or redeemredeem or purchase or acquire, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i1) purchases or acquisitions of capital stock shares of the Guarantor Company Common Stock (or Company Common Stock equivalents) in connection with the satisfaction by the Guarantor of its obligations under any employee benefit or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock shares of Company Common Stock (or Company Common Stock equivalents), (2) purchases of shares of Company Common Stock (or Company Common Stock equivalents) from officers or employees of the GuarantorGuarantor or its subsidiaries upon termination of employment or retirement not pursuant to any obligation under any contract or security requiring the Guarantor to purchase shares of Company Common Stock (or Company Common Stock equivalents), (ii3) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii4) dividends or distributions of shares of Company Common Stock on Company Common Stock or (5) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or of (premium, if any, ) or interest on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that rank PARI PASSU with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to any of the foregoing (other than payments pursuant to the Guarantee or the Trust Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments).

Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if (a) there shall have occurred an Event of Default or Default, (b) there shall have occurred an Event event of Default default under the Declaration Indenture or (c) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period as provided in Article IV of the Second Supplemental Indenture and written notice of such Event of Default has been given to the Guarantorperiod or extension thereof shall be continuing, then (ai) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution or other payment with respect to, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its capital stock (other than (iA) purchases repurchases, redemptions or other acquisitions of shares of the Guarantor’s capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorplans, (iiB) as a result of a reclassification of the Guarantor's capital stock or the an exchange or conversion of one class or series of the Guarantor's ’s capital stock for another class or series of the Guarantor's ’s capital stock, stock or (iiiC) the purchase of fractional interests in shares of the Guarantor's ’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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (bii) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (ciii) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the this Common Securities Guarantee). In addition, so long as any Common Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the extent appropriate notice has been given Guarantor’s ownership of the Common Securities, (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes and (iii) will cause the beneficiaries thereof effectively blocking such payment Issuer to remain a statutory trust, except in connection with a distribution of Debentures, the redemption of all of the Trust Securities, or to mergers, consolidations or amalgamations, each as provided in the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall not (a) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank PARI PASSU with or junior to the Debentures in the right of payment, or (b) make any guarantee payments with respect to any guarantee by the Guarantor of any securities of any of its subsidiaries if such guarantee ranks PARI PASSU with or junior to the Debentures in the right of payment or (c) declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its the Guarantor's capital stock (other than stock, except for or as a result of (i) purchases dividends or acquisitions distributions in, or options, warrants or rights to subscribe for or purchase, the Guarantor's Common Stock; (ii) any declaration of capital stock of the Guarantor a dividend in connection with the satisfaction by implementation of a shareholder's rights plan, or the Guarantor issuance of its obligations shares under any employee or agent benefit plans such plan in the future, or the satisfaction by the Guarantor redemption or repurchase of its obligations any such rights pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock thereto; (iii) a reclassification of the Guarantor, (ii) as a result 's capital stock solely into shares of a reclassification one or more classes or series of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for or into another class or series of the Guarantor's capital stock, ; (iiiiv) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or ; and (v) redemptions the purchase of the Guarantor's Common Stock in connection with the Guarantor's normal course issuer bid-purchases for the satisfaction by the Guarantor of its obligations under any benefit plans for the Guarantor and the Guarantor's subsidiaries' directors, officers or purchases employees or under any of any rights outstanding under a shareholder rights plan)the Guarantor's dividend reinvestment plans, if at such time (bi) the Guarantor shall not make be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred and be continuing any payment event of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized default under the agreements governing such debt securities, and Declaration or (ciii) the Guarantor shall have given notice of its election of an Extension Period and such period, or any extension thereof, is continuing. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee cause or permit the Common Securities Guarantee) to be transferred except to the extent appropriate notice has been given such transfer is permitted under the Declaration; PROVIDED that any permitted successor of the Guarantor under the Indenture may succeed to the beneficiaries thereof effectively blocking such payment Guarantor's direct or indirect ownership of the Common Securities, (ii) will cause the holder of the Common Securities to satisfy the extent requirements of Section 4.03 of the failure Declaration and (iii) will use reasonable efforts to make any such payment is otherwise authorized under cause the agreements governing such guarantee paymentsIssuer to continue to be treated as a grantor trust for United States federal income tax purposes, except in connection with a distribution of Debentures as provided in the Declaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor 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 Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights planplan and the declaration of a dividend of rights in the future), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures (to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securitiesdebt), and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments.

Limitation of Transactions. So long If (i) the Company shall exercise its right to defer payment of interest as any Preferred Securities remain outstandingprovided in Section 4.1 and the Extended Interest Payment Period is continuing, if or (ii) there shall have occurred an any Event of Default Default, as defined in the Indenture, or an (iii) there shall have occurred any Event of Default under Default, as defined in the Declaration and written notice of such Event of Default has been given to the GuarantorPreferred Securities Guarantee, then (a) neither the Company nor the Guarantor shall not declare or pay dividends or any dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock or make any guarantee payments with respect thereto (other than (i1) purchases repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by any other contractual obligation of the Guarantor of its obligations pursuant (other than a contractual obligation ranking pari passu with or junior to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the GuarantorDebentures), (ii2) as a result of a reclassification of the Company's or the Guarantor's capital stock or the exchange or conversion of one class or series of the Company's or the Guarantor's capital stock for another class or series of the Company's or the Guarantor's capital stock, (iii3) the purchase of fractional interests in shares of the Company's or the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, exchanged or (iv4) dividends or distributions in made on the capital stock of the Company or the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of that capital stock solely from with the issuance Company's or exchange of the Guarantor's capital stock or (v) redemptions or purchases of any the rights outstanding under a shareholder rights planto acquire that capital stock), (b) b)the Company and the Guarantor shall not make any payment of interest, principal or premium, if any, on on, or repay, repurchase or redeem any debt securities issued by the Company or the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Company and the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Preferred Securities Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if outstanding and (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (aiii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing, the Guarantor shall not (i) declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its the Guarantor’s capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on, or repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures (other than (ia) purchases dividends or acquisitions of capital stock of the Guarantor distributions in connection with the satisfaction by the Guarantor of its obligations under any employee shares of, or agent benefit plans options, warrants, rights to subscribe for or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital shares of, common stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Preferred Securities Guarantee, (d) as a result of a reclassification of the Guarantor's ’s capital stock or the exchange or the conversion of one class or series of the Guarantor's ’s capital stock for another class or series of the Guarantor's ’s capital stock, (iiie) the purchase of fractional interests in shares of the Guarantor's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (ivf) dividends purchases or distributions issuances of common stock in capital stock connection with any of the Guarantor (Guarantor’s stock option, stock purchase, stock loan or rights to acquire capital stock) other benefit plans for its directors, officers or repurchases employees or redemptions any of capital stock solely from the issuance Guarantor’s dividend reinvestment plans, in each case as now existing or exchange of capital stock hereafter established or (v) redemptions or purchases of any rights outstanding under a shareholder rights planamended), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior . Notwithstanding anything herein to the Debentures contrary, in no event shall this provision be deemed to limit the extent appropriate notice has been given Guarontor from issuing shares of its common stock to the holders thereof effectively blocking such payment any Person whether in a public or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsprivate transaction.

Limitation of Transactions. So long as any Preferred Trust Securities remain outstanding, if (i) there shall have occurred an Event of Default or Default, (ii) there shall have occurred an Event event of Default default under the Declaration Indenture or (iii) the Guarantor has exercised its option to defer interest payments on the Senior Deferrable Notes by extending the interest payment period as provided therein, and written notice of such Event of Default has been given to the Guarantorperiod or extension thereof shall be continuing, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution or other payment with respect to, or redeem, purchase, acquire or make a any liquidation payment with respect to, to any of its capital stock (other than (i1) purchases or other acquisitions of shares of the Guarantor's capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent director compensation or benefit plans plans, under the Guarantor's direct stock purchase and dividend reinvestment plan, or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date first day of any such event requiring the Guarantor to purchase its capital stock of the Guarantorstock, (ii2) as a result of a reclassification of the Guarantor's capital stock or the as a result of an exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii3) redemptions or repurchases of any rights pursuant to a rights agreement, or (4) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any distribution on any security of a grantor trust which ranks pari passu with the Preferred Trust Securities or pay interest on its senior debt with similar deferral provisions to the Senior Deferrable Notes, (c) the Guarantor shall not make any payment of interestprincipal, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior subordinate in right of payment to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, Senior Deferrable Notes and (cd) the Guarantor shall not make any guarantee payments with respect to the foregoing or with respect to any guarantee by the Guarantor of the debt of any subsidiary of the Guarantor if such guarantee ranks subordinate in right of payment to the Senior Deferrable Notes (other than payments pursuant to the this Guarantee Agreement or the Common Securities GuaranteeGuarantee Agreement). In addition, so long as any Preferred Trust Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Securities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the extent appropriate notice has been given Guarantor's ownership of the Common Securities, (ii) will permit the Common Securities to be transferred only as permitted by the beneficiaries thereof effectively blocking such payment Declaration, and (iii) will use its best efforts to cause the Issuer to continue to be treated as a grantor trust for United States federal income tax purposes, except in connection with a distribution of the Senior Deferrable Notes, the redemption of all of the Trust Securities or to mergers, consolidations or amalgamations, each as provided in the extent Declaration, in which case the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsIssuer would be dissolved.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (a) there shall have occurred an Event of Default, (b) there shall have occurred an Event of Default or an Event of Default (as defined under the Declaration and written notice Indenture) or (c) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period as provided in Article IV of such Event of Default has been given the First Supplemental Indenture to the GuarantorIndenture, and such period or extension thereof shall be continuing, then (ai) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution or other payment with respect to, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its capital stock (other than (iA) purchases repurchases, redemptions or other acquisitions of shares of the Guarantor's capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorplans, (iiB) as a result of a reclassification of the Guarantor's capital stock or the an exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, stock or (iiiC) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (bii) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (ciii) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to this Preferred Securities Guarantee). In addition, so long as any Preferred Securities remain outstanding, the Guarantee Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities GuaranteeSecurities, (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes and (iii) remain a statutory business trust, except in connection with a distribution of Debentures, the extent appropriate notice has been given to redemption of all of the beneficiaries thereof effectively blocking such payment Trust Securities, or to mergers, consolidations or amalgamations, each as provided in the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debentures and such deferral is continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Common Securities Guarantee or any event of default under the Declaration or (iii) there shall have occurred and be continuing any event that, with the giving of notice or the lapse of time or both, would constitute an Event event of Default or an Event of Default default under the Declaration and written notice of such Event of Default has been given to the GuarantorIndenture, then (a) the Guarantor shall not declare or pay dividends on, or make any distribution distributions with respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, any of its capital stock (other than (A) (i) purchases or acquisitions of shares of the Guarantor's capital stock of the Guarantor (or capital stock equivalents) in connection with the satisfaction by the Guarantor of its obligations under any officers, directors or employee or agent benefit plans existing on the date hereof (or any options or other instruments issued thereunder) or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding existing on the date of such event hereof requiring the Guarantor to purchase capital stock shares of the Guarantor's capital stock (or capital stock equivalents), (ii) purchases of shares of the Guarantor's capital stock (or capital stock equivalents) from officers, directors or employees of the Guarantor or its subsidiaries pursuant to employment agreements existing on the date hereof or upon termination of employment or retirement, (iii) as a result of a reclassification reclassification, combination or subdivision of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iiiiv) dividends or distributions of shares of common stock on common stock, (v) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the any security being converted or exchangedexchanged into such capital stock, (ivvi) dividends purchases or distributions other acquisitions of common stock in capital stock of connection with a dividend reinvestment or other similar plan existing on the Guarantor date hereof, or (vii) any dividend or rights to acquire capital stock) or repurchases or redemptions distribution of capital stock solely from (or capital stock equivalents) in connection with the implementation of a stockholders rights plan existing on the date hereof, or the issuance of stock under any such plan in the future, or exchange the redemption or repurchase of capital stock any such rights pursuant thereto, or (vB) redemptions or purchases guarantee payments made with respect to any of any rights outstanding under a shareholder rights planthe foregoing), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank PARI PASSU with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Preferred Securities Guarantee, this Common Securities Guarantee, the Exchange Preferred Securities Guarantee or the Exchange Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments.

Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if there shall (a) for any distribution period, full distributions on a cumulative basis on any Trust Preferred Securities have occurred not been paid or declared and set apart for payment, (b) an Investment Event of Default by any Investment Affiliate in respect of any Affiliate Investment Instrument has occurred and is continuing and the Company has not performed its obligations with respect thereto under an applicable Investment Guarantee, or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (ac) the Guarantor Company is in default of its obligations under this Trust Preferred Securities Guarantee, the Trust Common Securities Guarantee or the Partnership Guarantee, then, during such period (i) the Company shall not declare or pay any dividends or on, make any distribution distributions with respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, to any of its capital stock (except for dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, its common stock and exchanges or conversions of common stock of one class for common stock of another class and other than (ix) purchases or acquisitions of capital stock shares of the Guarantor its Common Stock in connection with the satisfaction by the Guarantor Company of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock other contractual obligation of the GuarantorCompany (other than a contractual obligation ranking pari passu with or junior to an Affiliate Investment Instrument), (iiy) as a result of a reclassification of the GuarantorCompany's capital stock or the exchange or conversion of one class or series of the GuarantorCompany's capital stock for another class or series of the GuarantorCompany's capital stock, stock or (iiiz) the purchase of fractional interests in shares of the GuarantorCompany'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (bii) the Guarantor Company shall not make any payment or cause any payment to be made that would result in, and shall take such action as shall be necessary to prevent, the payment of interestdividends on, principal any distribution with respect to, any redemption, purchase or premiumother acquisition of, if anyor any liquidation payment with respect to, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securitiesComparable Equity Interest, and (ciii) the Guarantor Company shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the this Trust Preferred Securities Guarantee or any other guarantee by the Common Securities Guarantee) Company with respect to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsComparable Equity Interest).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (a) there shall have occurred an Event of Default or Default, (b) there shall have occurred an Event event of Default default under the Declaration and written notice Indenture or (c) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period as provided in Article IV of such Event of Default has been given the Third Supplemental Indenture to the GuarantorIndenture, and such period or extension thereof shall be continuing, then (ai) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution with respect to, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its capital stock (other than (iA) purchases repurchases, redemptions or other acquisitions of shares of its capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by any other contractual obligation of the Guarantor of its obligations pursuant (other than a contractual obligation ranking pari passu with or junior to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the GuarantorDebentures), (iiB) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, stock or (iiiC) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (bii) the Guarantor shall not make any payment of interest, interest on or principal or premium, if any, on of or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (ciii) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to this Preferred Securities Guarantee). In addition, so long as any Preferred Securities remain outstanding, the Guarantee Guarantor will (i) maintain 100% direct or indirect ownership of the Common Securities; provided, however, that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) use its reasonable efforts to cause the Issuer (A) to remain a statutory business trust, except in connection with a distribution of Debentures to the holders of the Common Securities Guaranteeand Preferred Securities in liquidation of the Issuer, the redemption of all Common Securities and Preferred Securities or certain mergers, consolidations or amalgamations, each as provided in the Declaration and (B) to otherwise continue not to be treated as an association taxable as a corporation or partnership for United States federal income tax purposes and (iii) use its reasonable efforts to cause each holder of Common Securities and Preferred Securities to be treated as owning an individual beneficial interest in the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDebentures.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or an a Declaration Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then or (ab) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor or payments of dividends from direct or indirect subsidiaries of the Guarantor to their parent corporations, which also shall be direct or indirect subsidiaries of the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) purchases repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the satisfaction by 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 Guarantor issuance of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the GuarantorGuarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of a reclassification of the Guarantor's capital stock or the any exchange or conversion of one any class or series of the Guarantor's ’s capital stock (or any capital stock of a subsidiary of the Guarantor) for another any class or series of the Guarantor's ’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends any declaration of a dividend in connection with any stockholder’s rights plan, or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital rights, stock or other property under any stockholder’s rights plan, or the redemption or repurchase of rights pursuant thereto, (v) redemptions any dividend in the form of stock, warrants, options or purchases other rights where the dividend stock or the stock issuable upon exercise of any such warrants, options or other rights outstanding under a shareholder rights plan), (b) is the Guarantor shall not make any payment of interest, principal same stock as that on which the dividend is being paid or premium, if any, on ranks pari passu with or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment stock and any cash payments in lieu of fractional shares issued in connection therewith, or to the extent the failure to make any such payment is otherwise authorized (vi) payments under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities this Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments).

Limitation of Transactions. So long as any Preferred Trust Securities remain outstanding, if (i) there shall have occurred an Event of Default or Default, (ii) there shall have occurred an Event event of Default default under the Declaration Indenture or (iii) the Guarantor has exercised its option to defer interest payments on the Trust Debt Securities by extending the interest payment period as provided therein, and written notice of such Event of Default has been given to the Guarantorperiod or extension thereof shall be continuing, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution or other payment with respect to, or redeem, purchase, acquire or make a any liquidation payment with respect to, to any of its capital stock (other than (i1) purchases repurchases, redemptions or other acquisitions of shares of the Guarantor’s capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorplans, (ii2) as a result of a reclassification of the Guarantor's capital stock or the an exchange or conversion of one class or series of the Guarantor's ’s capital stock for another class or series of the Guarantor's ’s capital stock, stock or (iii3) the purchase of fractional interests in shares of the Guarantor's ’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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securitiesTrust Debt Securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to this Guarantee Agreement), and (d) the Guarantee Guarantor shall not make any guarantee payments with respect to any outstanding preferred trust securities issued by any other trust or other entity sponsored by the Guarantor. In addition, so long as any Preferred Trust Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Trust Securities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor’s ownership of the Common Trust Securities, (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes and (iii) will cause the Issuer to remain a statutory trust, except in connection with a distribution of the Trust Debt Securities, the redemption of all of the Trust Securities Guarantee) to or mergers, consolidations or amalgamations, each as provided in the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsTrust Agreement.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or an a Declaration Event of Default under Default, (b) the Declaration and written notice dollar amount of such Event the Guarantor’s premium volume from insurance policies in any calendar year fails to exceed 51% of Default has been given the Company’s premium volume from insurance policies in the previous calendar year, (c) the Guarantor sells more than 51% of its rights to renew insurance policies in any single transaction or series of related transactions, (d) any Significant Subsidiary (as defined in Section 1-02(w) of Regulation S-X to the Securities Act (the “Significant Subsidiaries”)) of the Guarantor which is rated by A.M. Best Company, Inc. (x) receives a rating from A.M. Best Guarantor Inc. of B- or lower; or (y) submits a request to withdraw its rating by A.M Best Guarantor, then Inc., (ae) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate of the Guarantor controlled by the Guarantor to (x) declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor or a Subsidiary of the Guarantor) or make any guarantee payments with respect to the foregoing; (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate of the Guarantor controlled by the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures; or (z) enter into any contracts with shareholders holding more than 10% of the outstanding shares of common stock of the Company (other than, with respect to clauses (x) and (y) above, (i) purchases repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any Subsidiary of the Guarantor 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 satisfaction by the Guarantor issuance of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the GuarantorGuarantor 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 occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of a reclassification of the Guarantor's capital stock or the any exchange or conversion of one any class or series of the Guarantor's ’s capital stock (or any capital stock of a Subsidiary of the Guarantor) for another any class or series of the Guarantor's ’s capital stock (or in the case of a Subsidiary of the Guarantor, any class or series of such Subsidiary’s capital stock) or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock (or in the case of indebtedness of a Subsidiary of the Guarantor, of any class or series of such Subsidiary’s indebtedness for any class or series of such Subsidiary’s capital stock), (iii) the purchase of fractional interests in shares of the Guarantor's ’s capital stock (or the capital stock of a Subsidiary of the Guarantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends any declaration of a dividend in connection with any stockholders’ rights plan, or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) redemptions any dividend in the form of stock, warrants, options or purchases other rights where the dividend stock or the stock issuable upon exercise of any such warrants, options or other rights outstanding under a shareholder rights plan), (b) is the Guarantor shall not make any payment of interest, principal same stock as that on which the dividend is being paid or premium, if any, on ranks pari passu with or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment stock and any cash payments in lieu of fractional shares issued in connection therewith, or to the extent the failure to make any such payment is otherwise authorized (vi) payments under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities this Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period and such extension shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee, or (iii) there shall have occurred and be continuing any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default or an Indenture Event of Default under the Declaration and written notice of such Event of Default that has not been given to the Guarantorcured or waived, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution or liquidation payment with respect to, or redeem, purchase, purchase or acquire or make a liquidation payment with respect to, any of its the Guarantor's capital stock (other than (i) purchases or acquisitions of capital stock shares of the Guarantor Guarantor's common stock (the "Common Stock") in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans plan or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock shares of the GuarantorCommon Stock, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged, (iv) dividends purchases or distributions in capital stock acquisitions of shares of the Guarantor (or rights Common Stock to acquire capital stock) or repurchases or redemptions be used in connection with acquisitions of capital stock solely from the issuance or exchange of capital stock Common Stock by shareholders pursuant to a dividend reinvestment plan, or (v) redemptions or purchases of any rights outstanding under a shareholder rights planstock dividends paid by the Guarantor where the dividend stock is the same stock as that on which the dividend is paid), (b) the Guarantor shall not make any payment of interest, interest on or principal of (or premium, if any, on on) or repay, repurchase or redeem any debt securities issued by (including guarantees) of the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securitiesDebentures, and (c) the Guarantor shall not make any guarantee payments payment with respect to the foregoing (other than payments pursuant to the this Preferred Securities Guarantee or and the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments).

Limitation of Transactions. So long as any Trust Preferred Securities remain outstandingOutstanding, if there shall have occurred an Event of Default or under this Guarantee, an Event event of Default default under the Declaration and written notice Indenture, an event of such Event of Default has been given to default under the GuarantorTrust Agreement or during an Extended Interest Payment Period (as defined in the Indenture), then (a) the Guarantor shall not and will not permit any Subsidiary to declare or pay dividends or any dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (iI) purchases dividends or acquisitions of capital distributions in common stock of the Guarantor or such Subsidiary, as the case may be, or any declaration of a non-cash dividend in connection with the satisfaction by implementation of a shareholder rights plan, or the Guarantor issuance of its obligations stock under any employee or agent benefit plans plan in the future, or the satisfaction by the Guarantor redemption or repurchase of its obligations any such rights pursuant to any contract or security outstanding on the date thereto, (II) purchases of such event requiring the Guarantor to purchase capital common stock of the Guarantor related to the rights under any of the Guarantor's benefit plans for its directors, officers or employees, (iiIII) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's its capital stock for another class or series of the Guarantor's its capital stock, or (iiiIV) the purchase declarations or payments of fractional interests in shares of the Guarantor'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 on capital stock by a Subsidiary of the Guarantor (to the Guarantor or rights to acquire capital stock) or repurchases or redemptions any of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), its Subsidiaries; (b) the Guarantor shall not and will not permit any Subsidiary to make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that which rank pari passu with or junior to the Debentures or make any Guarantee Payments with respect to debt securities of any Subsidiary of the Guarantor that rank pari passu with or junior to the extent appropriate notice has been given Debentures; provided, however, that notwithstanding the foregoing the Guarantor may make payments pursuant to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized its obligations under the agreements governing such debt securities, this Guarantee; and (c) the Guarantor 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 payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsTrust Preferred Securities.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding or, if the Debentures have been distributed to the Holders of Capital Securities, so long as any Debentures remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or an a Declaration Event of Default under or (b) the dollar amount of the Guarantor’s premium volume from insurance policies in any calendar year fails to exceed 51% of the Guarantor’s premium volume from insurance policies in the previous calendar year, (c) the Guarantor sells more than 51% of its rights to renew insurance policies in any single transaction or series of related transactions, (d) any Significant Subsidiary (as defined in Section 1-02(w) of Regulation S-X to the Securities Act (the “Significant Subsidiaries”)) of the Guarantor which is rated by A.M. Best Company, Inc. (x) receives a rating from A.M. Best Company, Inc. of B- or lower; or (y) submits a request to withdraw its rating by A.M. Best Company, Inc., (e) the Company shall have selected an Extension Period as provided in the Declaration and written notice of such Event of Default has been given to the Guarantorperiod, or any extension thereof, shall have commenced and be continuing, then (a) the Guarantor shall not and shall not permit any Affiliate of the Guarantor controlled by the Guarantor to (x) declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor or a Subsidiary of the Guarantor) or make any guarantee payments with respect to the foregoing; (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate of the Guarantor controlled by the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures; or (z) enter into any contracts with shareholders holding more than 10% of the outstanding shares of common stock of the Guarantor that could require cash payments by the Guarantor to such shareholder (other than, with respect to clauses (x) and (y) above, (i) purchases repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any Subsidiary of the Guarantor 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 satisfaction by the Guarantor issuance of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the GuarantorGuarantor 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 occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of a reclassification of the Guarantor's capital stock or the any exchange or conversion of one any class or series of the Guarantor's ’s capital stock (or any capital stock of a Subsidiary of the Guarantor) for another any class or series of the Guarantor's ’s capital stock (or in the case of a Subsidiary of the Guarantor, any class or series of such Subsidiary’s capital stock) or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock (or in the case of indebtedness of a Subsidiary of the Guarantor, of any class or series of such Subsidiary’s indebtedness for any class or series of such Subsidiary’s capital stock), (iii) the purchase of fractional interests in shares of the Guarantor's ’s capital stock (or the capital stock of a Subsidiary of the Guarantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends any declaration of a dividend in connection with any stockholders’ rights plan, or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) redemptions any dividend in the form of stock, warrants, options or purchases other rights where the dividend stock or the stock issuable upon exercise of any such warrants, options or other rights outstanding under a shareholder rights plan), (b) is the Guarantor shall not make any payment of interest, principal same stock as that on which the dividend is being paid or premium, if any, on ranks pari passu with or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment stock and any cash payments in lieu of fractional shares issued in connection therewith, or to the extent the failure to make any such payment is otherwise authorized (vi) payments under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities this Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments).

Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Convertible Debentures by extending the interest payment period and such extension shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Common Securities Guarantee or (iii) there shall have occurred an Event of Default or and be continuing an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall not declare or pay dividends any dividend on, or make any distribution distributions with respect to, or redeem, purchase, acquire purchase or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock shares of the Guarantor Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock shares of the GuarantorCommon Stock, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchangedexchanged for capital stock of the Company, (iv) dividends or distributions in capital stock Common Stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock Company, or (v) redemptions any declaration of a dividend in connection with the implementation or purchases extension of a stockholders' rights plan or the issuance of stock under any such plan (including the plan existing on the date hereof) in the future, or the redemption or repurchase of any such rights outstanding under a shareholder rights plan), pursuant thereto) or make any guarantee payments with respect to the foregoing and (b) the Guarantor 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 Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDebentures.

Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall not (i) declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its the Guarantor's capital stock (which includes common and preferred stock), (ii) make any payment of principal of or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (ia) purchases dividends or acquisitions of capital stock of the Guarantor distributions in connection with the satisfaction by the Guarantor of its obligations under any employee shares of, or agent benefit plans options, warrants, rights to subscribe for or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital shares of, common stock of the Guarantor, (iib) as a result any declaration of a reclassification dividend in connection with the implementation of the Guarantor's capital stock a stockholders' rights plan, or the exchange issuance of stock under any such plan in the future, or conversion the redemption or repurchase of one class or series any such rights pursuant thereto, (c) payments under the Trust Preferred Securities Guarantee, (d) the purchase of the Guarantor's capital stock for another class or series fractional shares resulting from a reclassification of the Guarantor's capital stock, (iiie) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchangedexchanged and (f) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ivii) dividends or distributions in capital stock of if such Debentures are held by the Property Trustee, the Guarantor (or rights shall be in default with respect to acquire capital stock) or repurchases or redemptions its payment of capital stock solely from the issuance or exchange of capital stock any obligations under this Trust Preferred Securities Guarantee or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (biii) the Guarantor shall not make any have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make Indenture and any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor extension shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsbe continuing.

Limitation of Transactions. So The Guarantor hereby covenants and agrees that, so long as any Preferred Securities remain outstanding, if there shall have occurred an Event it will not, and will not permit any of Default or an Event of Default under its Subsidiaries (including the Declaration and written notice of such Event of Default has been given to the GuarantorDebenture Issuer) to, then (a) the Guarantor shall not declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of the outstanding capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee Debenture Issuer or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock case may be, or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interestprincipal of, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities issued by security of the Guarantor Debenture Issuer or the Guarantor, as the case may be, that rank ranks junior in interest to the Debentures to or the extent appropriate notice has been given to guarantee in respect thereof, as the holders thereof effectively blocking such payment case may be, or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to any guarantee by the foregoing Debenture Issuer or the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than payments pursuant (i) dividends or distributions on the Capital Stock (as defined in the Indenture) of the Debenture Issuer paid or made to the Guarantee Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or any successor to such rights plan, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee issued by the Guarantor, and (iv) purchases of Common Securities Guarantee) Stock related to the extent appropriate issuance of Common Stock under any benefit plans of the Debenture Issuer, the Guarantor or its Subsidiaries, as the case may be, for their respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice has been or the lapse of time or both would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the beneficiaries thereof effectively blocking Debentures as provided in the Indenture and shall not have rescinded such payment notice, or to the extent the failure to make such Extension Period, or any such payment is otherwise authorized under the agreements governing such guarantee paymentsextension thereof, shall be continuing.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an Event event of Default default under the Declaration and written notice of such Event of Default has been given to the GuarantorDeclaration, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution distributions 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 shares of its common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock shares of the Guarantorits common stock, (ii) as a result of a reclassification of the Guarantor's its capital stock or the exchange or conversion of one class or series of the Guarantor's its capital stock for another class or series of the Guarantor's its capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (iv) dividends or distributions in capital stock of the Guarantor (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 purchases pursuant to the Guarantor's Rights Agreement, dated August 7, 1995, between the Guarantor and AmSouth Bank of any rights outstanding under a shareholder rights planAlabama as Rights Agent), (b) the Guarantor 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 Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or this Agreement, the Common Securities Guarantee, dated as of __________, 199_ (the "Common Guarantee") of the Guarantor with respect to the extent appropriate notice has been given ___% Trust Originated Common Securities of the Trust, the Preferred Securities Guantee Agreement, dated ________,1997 (the "Trust II Preferred Guarantee"), with respect to the beneficiaries thereof effectively blocking such payment or ___% Trust Originated Preferred Securities of PLC Captial Trust II (the "Trust II TOPrS"), the Common Securities Guarantee Agreement, dated ___, 1997 (the "Trust II Common Guarantee") with respect to the extent ___% Trust Originated Common Securites of PLC Capital Trust II (the failure "Trust II Common Securites) the Preferred Securities Guarantee Agreement, dated April 29, 1997 of the Guarantor with respect to make any such payment is otherwise authorized under the agreements governing such guarantee payments8 1/4% Trust Originated Preferred Securities of PLC Capital Trust I, the Common Securities Guarantee Agreement, dated as of April 29, 1997 of the Guarantor with respect to the 8 1/4% Trust Originated Common Securities of PLC Capital Trust I and the Guarantee Agreement, dated as of June 9, 1994 of the Guarantor with respect to the 9% Cumulative Monthly Income Preferred Securities, Series A of PLC Capital L.L.C.).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an a Guarantee Event of Default or an Event event of Default default under the Declaration and written notice of such Event of Default has been given Declaration, then, prior to the Guarantorpayment of all accrued interest on outstanding Debentures, then the Guarantor may not (a) the Guarantor shall not declare or pay dividends or on, make any a distribution with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock stock, (b) make any payment of interest, principal or premium, if any, on, or repay, repurchase or redeem, any debt securities issued by the Guarantor that rank equal with or junior to the Debentures or (c) make guarantee payments with respect to the foregoing (other than as set forth in this Preferred Securities Guarantee); provided, however, that the restriction in clause (a) does not apply to (i) purchases or acquisitions of the Guarantor's capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans, stock option plans, employee stock purchase plans or agent benefit direct reinvestment plans as may be in effect from time to time or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase its capital stock of (other than a contractual obligation ranking equal with or junior to the GuarantorDebentures), (ii) as a result of a reclassification reclassifications of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another stock, provided that such reclassification, exchange or conversion does not result in a change in the priority vis-a-vis the Preferred Securities of any class or series of capital stock that is being so reclassified or that is the Guarantor's capital stocksubject of such exchange or conversion, (iii) the purchase purchases of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being bring converted or exchanged, (iv) stock dividends or distributions in capital stock of paid by the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital where the dividend stock solely from is the issuance or exchange of capital same stock as that on which the dividend is being paid or (v) redemptions any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or purchases the issuance of capital stock of any rights outstanding class or series under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under plan in the agreements governing such debt securitiesfuture, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment redemption or to the extent the failure to make repurchase of any such payment is otherwise authorized under the agreements governing such guarantee paymentsrights pursuant thereto.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or under this Preferred Securities Guarantee, an Event event of Default default under the Declaration and written notice of such Event of Default has been given to Trust Agreement or during an Extended Interest Payment Period (as defined in the GuarantorIndenture), then (a) the Guarantor shall not declare or pay dividends pay, and shall not allow any of its Subsidiaries to declare or pay, any dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (iA) purchases dividends or acquisitions of capital distributions in common stock of the Guarantor or any Subsidiary of the Guarantor, or any declaration of a non-cash dividend in connection with the satisfaction by implementation of a shareholder rights plan, or the Guarantor issuance of its obligations stock under any employee or agent benefit plans such plan in the future, or the satisfaction by the Guarantor redemption or repurchase of its obligations any such rights pursuant to any contract or security outstanding on the date thereto, (B) purchases of such event requiring the Guarantor to purchase capital common stock of the GuarantorGuarantor related to the rights under any benefit plans for its directors, officers or employees, (iiC) as a result of a reclassification of the Guarantor's its capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for into another class or series of the Guarantor's its capital stock, or (iiiD) the purchase payments of fractional interests in shares of the Guarantor'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 to the Guarantor (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 purchases of any rights outstanding under a shareholder rights planGuarantor), ; (b) the Guarantor shall not make make, and shall not allow any of its Subsidiaries to make, any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that which rank PARI PASSU with or junior to the Debentures of such series or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks PARI PASSU with or junior in interest to the extent appropriate notice has been given Debentures of such series; PROVIDED, HOWEVER, that notwithstanding the foregoing the Guarantor may make payments pursuant to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized its obligations under the agreements governing such debt securities, this Guarantee; and (c) the Guarantor shall not make redeem, purchase or acquire less than all of the outstanding Debentures of such series or any guarantee payments with respect of the Preferred Securities relating to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsTrust.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or an a Declaration Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then or (ab) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate of the Guarantor controlled by the Guarantor to (x) declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor or a Subsidiary of the Guarantor) or make any guarantee payments with respect to the foregoing; (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate of the Guarantor controlled by the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures; or (z) enter into, amend or modify any contract with a shareholder that directly or indirectly beneficially owns (as determined under Rule 13d-3 of the Exchange Act and which shall include securities beneficially owned by (i) purchases all controlled Affiliates of such shareholder and (ii) all other Persons with whom such shareholder would constitute a “group” within the meaning of Section 13(d) of the Exchange Act and the rules promulgated thereunder) more than 10% of the outstanding shares of common stock of the Guarantor (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any Subsidiary of the Guarantor 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 satisfaction by the Guarantor issuance of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the GuarantorGuarantor 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 occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of a reclassification of the Guarantor's capital stock or the any exchange or conversion of one any class or series of the Guarantor's ’s capital stock (or any capital stock of a Subsidiary of the Guarantor) for another any class or series of the Guarantor's ’s capital stock (or in the case of a Subsidiary of the Guarantor, any class or series of such Subsidiary’s capital stock) or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock (or in the case of indebtedness of a Subsidiary of the Guarantor, of any class or series of such Subsidiary’s indebtedness for any class or series of such Subsidiary’s capital stock), (iii) the purchase of fractional interests in shares of the Guarantor's ’s capital stock (or the capital stock of a Subsidiary of the Guarantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends any declaration of a dividend in connection with any stockholders’ rights plan, or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) redemptions any dividend in the form of stock, warrants, options or purchases other rights where the dividend stock or the stock issuable upon exercise of any such warrants, options or other rights outstanding under a shareholder rights plan), (b) is the Guarantor shall not make any payment of interest, principal same stock as that on which the dividend is being paid or premium, if any, on ranks pari passu with or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment stock and any cash payments in lieu of fractional shares issued in connection therewith, or to the extent the failure to make any such payment is otherwise authorized (vi) payments under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities this Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments).

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (a) there shall have occurred an Event of Default, (b) there shall have occurred an Event of Default (as defined by the Indenture) or an Event (c) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period, as provided in Article IV of Default under the Declaration and written notice of such Event of Default has been given First Supplemental Indenture to the GuarantorIndenture, and such period or extension thereof shall be continuing, then (ai) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution with respect to, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its capital stock (other than (iA) purchases or acquisitions of capital shares of Guarantor's common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by any other contractual obligation of the Guarantor of its obligations pursuant (other than a contractual obligation ranking pari passu with or junior to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the GuarantorDebentures), (iiB) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, stock or (iiiC) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (bii) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (ciii) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to this Capital Securities Guarantee). In addition, so long as any Capital Securities remain outstanding, the Guarantee Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities Guaranteeand (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if (a) for any distribution period, full distributions on a cumulative basis on any Trust Preferred Securities have not been paid or declared and set apart for payment, (b) an Event of Default (as defined in the Subordinated Indenture) has occurred and is continuing or there shall have occurred and be continuing any event of which the Guarantor has actual knowledge that, with the giving of notice or lapse of time, or both, would constitute an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given with respect to the GuarantorSubordinated Debentures, then (ac) the Guarantor is in default of its obligations under this Trust Preferred Securities Guarantee or the Trust Common Securities Guarantee, or (d) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Subordinated Indenture) as provided in the Subordinated Indenture with respect to the Subordinated Debentures and shall not have rescinded such notice, or such Extension Period (or any extension thereof) shall be continuing, then, during such period the Guarantor shall not (i) declare or pay dividends or on, make any distribution distributions with respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, to any of its capital stock (except for dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, its capital stock and conversions or exchanges of common stock of one class into common stock of another class) or (ii) make any payments of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor that rank pari passu with or junior to the Subordinated Debentures (other than (iv) purchases any redemption, liquidation, interest, principal or acquisitions of capital stock of the Guarantor in connection with the satisfaction guarantee payment by the Guarantor where the payment is made by way of its obligations securities (including capital stock) that rank pari passu with or junior to the securities on which such redemption, liquidation, interest, principal or guarantee payment is being made, (w) payments under this Trust Preferred Securities Guarantee or the Trust Common Securities Guarantee, (x) purchases of Common Stock related to the issuance of Common Stock under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor's benefit plans for its directors, officers or employees, (iiy) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one series or class or series of the Guarantor's capital stock for another series or class or series of the Guarantor's capital stock, and (iiiz) the purchase of fractional interests in shares of the Guarantor'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 Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event event of Default default under the Declaration and written notice of such Event of Default has been given to the GuarantorDeclaration, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution distributions 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 shares of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plan or agent program, director benefit plan or program, dividend reinvestment, stock repurchase, or other similar plans or the satisfaction by the Guarantor of its obligations pursuant available to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock stockholders of the Guarantor, or any option, warrant, right, or exercisable, exchangeable, or convertible security outstanding as of ____________, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stockstock or the capital securities of a subsidiary (including a trust such as the Issuer), (iii) 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, or the redemption or repurchase of any rights issued thereunder, or (iv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (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 purchases of any rights outstanding under a shareholder rights plan), and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem redeem, or make any guarantee payments (other than pursuant to this Preferred Securities Guarantee, if otherwise permitted under the Guarantor's preferred securities guarantee of the 1996 Preferred Securities , or pursuant to such guarantee of the 1996 Preferred Securities) with respect to, any debt securities issued by the Guarantor that which rank pari passu with or junior in right of payment to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments1996 Debentures).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing any event that would constitute an Event of Default, an Indenture Event of Default, or Declaration Event of Default or if an Event of Default under Extended Interest Payment Period (as defined in the Declaration and written notice of such Event of Default Indenture) has been given to the Guarantordeclared and is in effect, then the Guarantor will not (a) the Guarantor shall not declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (which includes common and preferred stock), or (b) make, or permit any subsidiary to make, any payment of principal, interest or premium, if any (other than payments under the Subordinated Notes), on, or repay, repurchase or redeem, any debt security that ranks pari passu with or junior to the Debentures, the Debenture Guarantee or the Subordinated Notes, as the case may be, or (c) make, or permit any subsidiary to make, any guarantee payments with respect to any guarantee of any debt security (other than payments under the Preferred Securities Guarantee or the Debenture Guarantee), if such guarantee ranks pari passu with or junior to the Debentures or the Debenture Guarantee, as the case may be. Notwithstanding the foregoing, the following shall not be prohibited: (i) purchases repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the satisfaction by 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 Guarantor issuance of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Indenture Event of Default, Declaration Event of Default or selection of an Extension Period by the Guarantor, as applicable, (ii) as a result of a any transactions described in (a) or (b) above resulting from any reclassification of the Guarantor's capital stock stock, or the exchange or conversion of one any class or series of the Guarantor's capital stock stock, for another any other class or series of the Guarantor's capital stock, or the exchange or conversion of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (iv) dividends any declaration of a dividend in connection with any stockholders' rights plan, or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital rights, stock or (v) redemptions or purchases of other property under any rights outstanding under a shareholder stockholders' rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment redemption or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsrepurchase of rights pursuant thereto.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if there shall have occurred any event that would constitute an Event of Default or an Event of a Default under the Declaration and written notice of such Event of Default has been given to the GuarantorDeclaration, then (a) the Guarantor shall and any subsidiary of the Guarantor will not declare or pay dividends or any dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its the Guarantor’s capital stock or make any guarantee payment with respect thereto (other than (i) purchases purchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the satisfaction by the Guarantor benefit of its obligations under any employee employees, officers, directors or agent benefit plans or the satisfaction by the Guarantor consultants, (ii) purchases of its obligations pursuant to any contract or security outstanding on the date shares of such event requiring the Guarantor to purchase capital common stock of the GuarantorGuarantor pursuant to a contractually binding requirement to buy stock entered into in the ordinary course of business and existing prior to the Event of Default or Default, including under a contractually binding stock repurchase plan, (iiiii) as a result of a reclassification of the Guarantor's capital stock or the an exchange or conversion of one any class or series of the Guarantor's ’s capital stock for another any other class or series of the Guarantor's ’s capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) dividends the purchase of the Guarantor’s capital stock by a broker-dealer subsidiary of the Guarantor for resale pursuant to an offering by the Guarantor underwritten by such broker-dealer subsidiary, (vi) purchases or distributions other acquisitions by a broker-dealer subsidiary of the Guarantor solely for the purpose of market-making, stabilization or customer facilitation transactions in the ordinary course of its business, or (vii) the acquisition of record ownership of the capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions any Affiliate of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases Guarantor for the beneficial ownership of any rights outstanding under a shareholder rights planother Persons (other than the Guarantor or any other subsidiary of the Guarantor), including as trustees or custodians) and (b) the Guarantor shall and any subsidiary of the Guarantor will not make any payment of interest, interest on or principal of (or premium, if any, on on), or repay, repurchase or redeem redeem, any debt securities or guarantees issued by the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securitiesDebentures; provided, and (c) however, the Guarantor shall not make any guarantee payments with respect to may declare and pay a stock dividend where the foregoing (other than payments pursuant to dividend stock is the Guarantee or same stock as that on which the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment dividend is otherwise authorized under the agreements governing such guarantee paymentsbeing paid.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (a) there shall have occurred an Event of Default or hereunder, (b) there shall have occurred an Event of Default (as defined under the Declaration and written notice of such Event of Default Indenture) or (c) the Guarantor has been given exercised its option to defer interest payments on the Debentures by extending the interest payment period as provided in the Indenture or any supplemental indenture to the GuarantorIndenture, and such period or extension thereof shall be continuing, then (ai) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution with respect to, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its capital stock (stock, other than (iA) purchases dividends or acquisitions distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, the Guarantor's common stock; (B) any declaration of capital stock of the Guarantor a dividend in connection with any stockholders' rights plan that Guarantor may adopt, or the satisfaction by the Guarantor issuance of its obligations stock under any employee or agent benefit plans such plan in the future, or the satisfaction by the Guarantor redemption or repurchase of its obligations any such rights pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, thereto; (iiC) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, ; (iiiD) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (ivE) dividends purchases or distributions acquisitions of shares of Guarantor's common stock in capital stock connection with the satisfaction by the Guarantor of its obligations under any benefit plans for the Guarantor's directors, officers, employees or producers or dividend reinvestment plans or any other contractual obligation of the Guarantor (other than a contractual obligation ranking equally with or rights junior to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights planDebentures), (bii) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank equally with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (ciii) the Guarantor shall not make any guarantee payments with respect to any guarantee by the foregoing (other than payments pursuant Guarantor of any securities of any of its subsidiaries if such guarantee ranks junior to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDebentures in right of payment.

Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then Guarantor will not (a) the Guarantor shall not declare or pay any dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock except for dividends, payments or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series distributions payable in shares of the Guarantor's capital stock, (iii) the purchase reclassifications of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion and conversions or exchange provisions exchanges of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of one class or series for capital stock of another class or series and except for a redemption, purchase or other acquisition of shares of or its capital stock made for the purpose of an employee incentive plan or benefit plan or other similar arrangement of the Guarantor (or rights to acquire capital stock) any of its subsidiaries or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal of or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior in right of payment to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment (except by conversion into or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and exchange for shares of its capital stock) or (c) the Guarantor shall not make any guarantee payments with respect to the foregoing foregoing, if at such time (i) the Guarantor shall be in default with respect to its Guarantee Payments or other than payments payment obligations under this Capital Securities Guarantee Agreement; (ii) there shall have occurred and be continuing an event of default under the Indenture or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 313 of the Guarantee Indenture and any such extension, or any extension thereof, shall be continuing. So long as any Capital Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities Guarantee) to be transferred except to the extent appropriate notice has been given permitted by the Declaration; provided, that any permitted successor of the Guarantor under the Indenture may succeed to the beneficiaries thereof effectively blocking such payment or Guarantor's ownership of the Common Securities, and (ii) will not take any action which will cause the Trust to the extent the failure cease to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsbe treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures.