Common use of Liquidation Clause in Contracts

Liquidation. (a) Upon the Expiration Date or if an Early Termination Event specified in clause (i), (iii) or (iv) of Section 9.02 occurs, after satisfaction of creditors of the Trust, if any, as provided by applicable law, the Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate by distributing to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e). Notice of liquidation shall be given by the Administrative Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, if Section 9.04(e) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(d) or 9.04(e) apply, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(d) or 9.04(e) apply, after any Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates are so surrendered (and until such Trust Securities Certificates are so surrendered, no payments or interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.04, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up, by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding up, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 9.2 occurs, after satisfaction of creditors of or upon the Trust, if any, as provided by applicable lawExpiration Date, the Issuer Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee (after consultation with the Administrative Trustees) shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dUnless Section 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting the distribution of the Debentures to SecurityholdersHolders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dUnless Section 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their exchange agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Capital Securities are then listed, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, then the Trust Property shall be liquidated, and the Issuer Trust shall be wound-up, up by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders on the date of the dissolution of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "“Liquidation Distribution"”). If, upon any such winding up, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder Holders of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up pro rata (determined as aforesaid) with Holders of Preferred Trust Capital Securities, except that, if a Debenture Event of Default (specified in Section 5.1(a)(1), 5.1(b)(2) or event that with 5.1(b)(3) of the lapse of time or giving of notice would become an Event of Default) Indenture has occurred and is continuing, the Preferred Trust Capital Securities shall have a priority over the Common Trust SecuritiesSecurities as provided in Section 4.3.

Liquidation. (a) Upon the Expiration Date or if an Early Termination Event specified in clause (i), (iii) or (iv) of Section 9.02 occurs, after satisfaction of creditors of the Trust, if any, as provided by applicable law, the Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate by distributing to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e). Notice of liquidation shall be given by the Administrative Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, if Section 9.04(e) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(d) or 9.04(e) apply, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(d) or 9.04(e) apply, after any Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates are so surrendered (and until such Trust Securities Certificates are so surrendered, no payments or interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion opinion of Counsel counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units]. (e) In the event that, notwithstanding the other provisions of this Section 9.04, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up, by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding up, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuingcontinuing or if a Debenture Event of Default has not occurred solely by reason of a requirement that time lapse or notice be given, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction or the making of reasonable provisions for the payment of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All notices of liquidation shall: (i) state the CUSIP Number of the Trust Securities; (ii) state the Liquidation Date; (iiiii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iiiiv) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, (iii) if the Capital Securities are then listed or traded on the New York Stock Exchange or other exchange, interdealer quotation system or self-regulatory organization, the Depositor shall use its best efforts to have the Debentures listed on such other exchange, interdealer quotation system or self-regulatory organization as the Capital Securities are then listed or traded, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up, by the Property Trustee in such manner as the Property Trustee determinesTrustee. In such event, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "“Liquidation Distribution"”). If, upon any such winding up, If the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Capital Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Capital Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(esection 9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its reasonable best efforts to have the Debentures listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities are then listed, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-upup or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution, winding-up or other termination of the Trust, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "“Liquidation Distribution"”). If, upon any such dissolution, winding upup or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 9.2 occurs, after satisfaction of creditors of or upon the Trust, if any, as provided by applicable lawExpiration Date, the Issuer Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of Subordinated Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Subordinated Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Subordinated Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee (after consultation with the Administrative Trustees) shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dUnless Section 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting the distribution of the Subordinated Debentures to SecurityholdersHolders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Subordinated Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dUnless Section 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing -55- a Like Amount of Subordinated Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their exchange agent for exchange, (iii) the Depositor shall use its best efforts to have the Subordinated Debentures listed on such exchange, interdealer quotation system or self-regulatory organization (if any) as the Capital Securities are then listed on, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Subordinated Debentures, accruing interest at the rate provided for in the Subordinated Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Subordinated Debentures) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Subordinated Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Subordinated Debentures in the manner provided herein is determined by the Property Trustee not to be practical, then the Trust Property shall be liquidated, and the Issuer Trust shall be wound-up, up by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders on the date of the dissolution of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions (including any Additional Amounts and Other Amounts) thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding up, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder Holders of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up pro rata (determined as aforesaid) with Holders of Preferred Trust Capital Securities, except that, if a Debenture Event of Default (specified in Section 501(1) or event that with 501(2) of the lapse of time or giving of notice would become an Event of Default) Indenture has occurred and is continuing, the Preferred Trust Capital Securities shall have a priority over the Common Trust SecuritiesSecurities as provided in Section 4.3.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Issuer Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of Junior Subordinated Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting distribution of the Junior Subordinated Debentures to SecurityholdersHolders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) the Clearing Agency for the Preferred Securities or its nominee, as the registered holder of the Global Preferred Securities Certificate, shall receive a registered global certificate or certificates representing a Like Amount of the Junior Subordinated Debentures willto be delivered upon such distribution with respect to Preferred Securities held by the Clearing Agency or its nominee, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their agent for exchangeand, (iii) any Trust Securities Certificates not so surrendered held by the Clearing Agency for exchange the Preferred Securities or its nominee as specified in clause (ii) above will be deemed to represent Junior Subordinated Debentures having a Like principal amount equal to the stated Liquidation Amount of Debentures, accruing the Trust Securities represented thereby and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such Trust certificates are presented to the Securities Certificates are so surrendered (and until such Trust Securities Certificates are so surrendered, no payments Registrar for transfer or interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures upon surrender of Trust Securities Certificatesreissuance. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Debentures is not practical, or if any Early Termination Event specified in the manner provided herein is determined by the Property Trustee not to be practicalclause (c) of Section 9 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be wound-up, dissolved by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders on the date of the dissolution of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, an amount equal to the aggregate of Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding updissolution, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder Holders of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up dissolution pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust SecuritiesSecurities as provided in Section 4.3.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 902 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder or if the Preferred Securities are held in book-entry form, to each Owner through the Clearing Agency or its nominee, a Like Amount of Debentures, subject to Section 9.04(e904(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates certificates for Debentures, or, or if Section 9.04(e904(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 902(c) or 9.04(e904(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 902(c) or 9.04(e904(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates (or, at the election of the Depositor a Global Debenture, subject to the provisions of the Indenture) representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders holders of Trust Securities Certificates, Certificates upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its reasonable efforts to have the Debentures listed on the New York Stock Exchange or on such other securities exchange or other organization as the Preferred Securities are then listed or traded, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders holders of Trust Securities Certificates with respect to such Debentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.04904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-upup or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution, winding-up or other termination of the Trust, Securityholders or if the Preferred Securities are held in book-entry form, Owners through the Clearing Agency or its nominee, will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated accrued and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding updissolution, winding-up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction or the making of reasonable provisions for the payment of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation DateCUSIP Number of the Trust Securities; (ii) state the Liquidation Date; 52 48 (iii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iiiiv) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities are then listed or traded, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-upup or terminated, by the Property Trustee in such manner as the Property Trustee determinesTrustee. In such event, on the date of the dissolution, winding-up or other termination of the Trust, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, winding upup or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, 53 49 the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (iSection 9.2(a), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Administrative Trustees as expeditiously as the Property Trustee determines Administrative Trustees shall determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder Holder a Like Amount of DebenturesNotes, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees by first-class mail, postage prepaid, mailed not later less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All such notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and (subject to Section 9.4(d)) any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of DebenturesNotes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for DebenturesNotes, or, or if Section 9.04(e9.4(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures Notes to SecurityholdersHolders, the Administrative Trustees shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) andProperty Trustee, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish a record date for such distribution (which shall not be more than forty five (45) days prior to the Liquidation Date nor prior to the date on which notice of such liquidation is given to the Holders) and establish such procedures as it shall deem appropriate to effect the distribution of Debentures Notes in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) any Trust the Depositor shall use its best efforts to have the Notes listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization on which the Preferred Securities are then listed, if any, (iv) Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing Notes bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such DebenturesNotes) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures receive Notes upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding Notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, if distribution of the Debentures Notes in the manner provided herein is determined by the Property Trustee not to be permitted or practical, the Trust Property shall be liquidated, and the Trust shall be wound-up, wound up by the Property Trustee Administrative Trustees in such manner as the Property Trustee Administrative Trustees determines. In such event, Securityholders Holders will be entitled to receive out of the assets of the Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding up, up the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-winding up pro rata (determined as aforesaidbased upon Liquidation Amounts) with Holders of Preferred all Trust Securities, except that, if a Debenture an Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust SecuritiesSecurities as provided in Section 4.3.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Issuer Trustees as expeditiously as the Issuer Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, the Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate by distributing to each Securityholder Holder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later less than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All such notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics procedures by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting distribution of the Debentures to SecurityholdersHolders, the Administrative Trustees shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) andProperty Trustee, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish a record date for such distribution (which shall be not more than 30 days prior to the Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the national stock exchange, the Nasdaq National Market or on such other exchange, interdealer quotation system or self-regulatory organization as the Trust Preferred Securities are then listed, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing Debentures bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, or if an Early Termination Event specified in Section 9.2(c) occurs, the Trust Property shall be liquidated, liquidated and the Issuer Trust shall be wound-up, up or terminated by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding upup or termination, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder Holders of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up or termination pro rata (determined as aforesaid) with Holders of Trust Preferred Trust Securities, except that, if a Debenture Event of Default (specified in Section 5.1(a) or event that with 5.1(b) of the lapse of time or giving of notice would become an Event of Default) Indenture has occurred and is continuing, the Trust Preferred Trust Securities shall have a priority over the Common Trust SecuritiesSecurities as provided in Section 4.3.

Liquidation. (a) Upon the Expiration Date or if an Early Termination Event specified in clause (i), (iii) or (iv) of Section 9.02 occurs, after satisfaction of creditors of the Trust, if any, as provided by applicable law, the Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate by distributing to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e). Notice of liquidation shall be given by the Administrative Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, if Section 9.04(e) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(d) or 9.04(e) or the first sentence of 9.04(d) apply, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(d) or 9.04(e) or the first sentence of 9.04(d) apply, after any Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates are so surrendered (and until such Trust Securities Certificates are so surrendered, no payments or interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures upon surrender of Trust Securities Certificates. (d) If at any time, time a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Trust or the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor Debenture Issuer shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units]Trust. (e) In the event that, notwithstanding the other provisions of this Section 9.04, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up, by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding up, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction or the making of reasonable provisions for the payment of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the CUSIP Number of the Trust Securities; (ii) state the Liquidation Date; (iiiii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iiiiv) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities are then listed or traded, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-upup or terminated, by the Property Trustee in such manner as the Property Trustee determinesTrustee. In such event, on the date of the dissolution, winding-up or other termination of the Trust, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, winding upup or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Dissolution Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Issuer Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of Debentures, subject to Section 9.04(e)9.4(d) . Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later less than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All such notices of liquidation shall: (i) state the CUSIP Number of the Trust Securities; (ii) state the Liquidation Date; (iiiii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iiiiv) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e9.4(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee (after consultation with the Administrative Trustees) shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting distribution of the Debentures to SecurityholdersHolders, the Administrative Trustees shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) andProperty Trustee, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish a record date for such distribution (which shall be not more than 30 days prior to the Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing Debentures bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (iv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, or if an Early Dissolution Event specified in clause (c) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved and its affairs wound-up, by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders on the date of the dissolution, winding-up or other termination of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "“Liquidation Distribution"”). If, upon any such dissolution, winding upup or termination, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder Holders of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Capital Securities, except that, if a Debenture Event of Default (specified in Section 5.1(1) or event that with 5.1(2) of the lapse of time or giving of notice would become an Event of Default) Indenture has occurred and is continuing, the Preferred Trust Capital Securities shall have a priority over the Common Trust SecuritiesSecurities as provided in Section 4.3.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 902 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e904(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will shall no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will shall be deemed to represent a Like Amount of Debentures; and; (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, if Section 9.04(e904(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate; (iv) state the CUSIP number (if any); and (v) state the office or agency of the Trust where Securities should be surrendered. (b) Except where Sections 9.02(ii), 9.04(dSection 902(c) or 9.04(e904(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 902(c) or 9.04(e904(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will shall no longer be deemed to be Outstanding, ; (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, shall be issued to Holders holders of Trust Securities Certificates, Certificates upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, ; (iii) any Trust Securities Certificates not so surrendered for exchange will shall be deemed to represent a Like Amount of Debentures, accruing interest at the rate and for the period provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will shall be made to Holders holders of Trust Securities Certificates with respect to such Debentures) ): and (iv) all rights of Securityholders holding Trust Securities will shall cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.04904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee Administrative Trustees not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up, up by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders will shall be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding up, winding-up the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will shall be entitled to receive Liquidation Distributions upon any such winding-up pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 902 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e904(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will shall no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will shall be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, if Section 9.04(e904(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 902(c) or 9.04(e904(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 902(c) or 9.04(e904(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will shall no longer be deemed to be Outstanding, outstanding; (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, shall be issued to Holders holders of Trust Securities Certificates, Certificates upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, ; (iii) the Depositor shall use its reasonable efforts to have the Debentures listed on The Nasdaq Stock Market's National Market or on such other securities exchange or other organization as the Preferred Securities are then listed or traded; (iv) any Trust Securities Certificates not so surrendered for exchange will shall be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will shall be made to Holders holders of Trust Securities Certificates with respect to such Debentures) ); and (ivv) all rights of Securityholders holding Trust Securities will shall cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.04904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-upup or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution, winding-up or other termination of the Trust, Securityholders will shall be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding updissolution, winding-up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder holder of the Common Trust Securities will shall be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Dissolution Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Issuer Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later less than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All such notices of liquidation shall: (i) state the CUSIP Number of the Trust Securities; (ii) state the Liquidation Date; (iiiii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iiiiv) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e9.4(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee (after consultation with the Administrative Trustees) shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting distribution of the Debentures to SecurityholdersHolders, the Administrative Trustees shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) andProperty Trustee, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish a record date for such distribution (which shall be not more than 30 days prior to the Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing Debentures bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (iv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, or if an Early Dissolution Event specified in clause (c) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved and its affairs wound-up, by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders on the date of the dissolution, winding-up or other termination of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "“Liquidation Distribution"”). If, upon any such dissolution, winding upup or termination, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder Holders of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Capital Securities, except that, if a Debenture Event of Default (specified in Section 5.1(1) or event that with 5.1(2) of the lapse of time or giving of notice would become an Event of Default) Indenture has occurred and is continuing, the Preferred Trust Capital Securities shall have a priority over the Common Trust SecuritiesSecurities as provided in Section 4.3.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Dissolution Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Issuer Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later less than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All such notices of liquidation shall: (i) state the CUSIP Number of the Trust Securities; (ii) state the Liquidation Date; (iiiii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iiiiv) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e9.4(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall (after consultation with the Administrative Trustees)shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting distribution of the Debentures to SecurityholdersHolders, the Administrative Trustees shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) andProperty Trustee, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish a record date for such distribution (which shall be not more than 30 days prior to the Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing Debentures bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (iv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, or if an Early Dissolution Event specified in clause (c) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Trust shall be Issuer Trust's affairs wound-up, by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding up, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.in

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 902 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e904(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will shall no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will shall be deemed to represent a Like Amount of Debentures; and; (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, if Section 9.04(e904(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate; (iv) state the CUSIP number; and (v) state the office or agency of the Trust where Securities should be surrendered. (b) Except where Sections 9.02(ii), 9.04(dSection 902(c) or 9.04(e904(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 902(c) or 9.04(e904(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will shall no longer be deemed to be Outstanding, ; (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, shall be issued to Holders holders of Trust Securities Certificates, Certificates upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, ; (iii) the Depositor shall use its reasonable efforts to have the Debentures listed on The Nasdaq Stock Market's National Market or SmallCap Market or on such other securities exchange or other organization as the Preferred Securities are then listed or traded; (iv) any Trust Securities Certificates not so surrendered for exchange will shall be deemed to represent a Like Amount of Debentures, accruing interest at the rate and for the period provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will shall be made to Holders holders of Trust Securities Certificates with respect to such Debentures) ): and (ivv) all rights of Securityholders holding Trust Securities will shall cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.04904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee Administrative Trustees not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-upup or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders will shall be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding upwinding-up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will shall be entitled to receive Liquidation Distributions upon any such winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e9.04(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for certificates evidencing Debentures, or, if Section 9.04(e9.04(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), Section 9.02(c) or 9.04(d) or 9.04(e) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), Section 9.02(c) or 9.04(d) or 9.04(e) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its reasonable efforts to have the Securities listed on the New York Stock Exchange or such other exchange as the Preferred Securities are then listed and shall take any reasonable action necessary to effect the distribution of the Securities, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.04, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-upup or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution, winding-up or other termination of the Trust, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated accrued and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, winding upup or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities, and no Liquidation Distribution will be paid to the Holders of the Common Securities unless and until receipt by the Holder of the Preferred Securities of the entire Liquidation Distribution payable in respect thereof.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(esection 9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its reasonable efforts to have the Debentures listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities are then listed, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-upup or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution, winding-up or other termination of the Trust, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, winding upup or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of DebenturesNotes, subject to Section 9.04(e9.4(e). . (b) Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 thirty (30) nor more than 60 sixty (60) days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: : (i) state the Liquidation Date; ; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of DebenturesNotes; and and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for DebenturesNotes, or, or if Section 9.04(e9.4(e) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (bc) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(e) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures Notes to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 forty-five (45) days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures Notes in exchange for the Outstanding outstanding Trust Securities Certificates. (cd) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(e) applyapplies, on and after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstandingoutstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Notes will be issued to the Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall cause the Note Issuer to use its reasonable efforts to have the Notes listed or traded on the such stock exchange, interdealer quotation system and/or other self-regulatory organization as the Preferred Securities are then listed or traded, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of DebenturesNotes, accruing interest at the rate provided for in the Debentures Notes from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such DebenturesNotes) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures receive Notes upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures Notes in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up, up and terminated by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding up, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up dissolution pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Note Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 9.2 occurs, after satisfaction of creditors of or upon the Trust, if any, as provided by applicable lawExpiration Date, the Issuer Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee (after consultation with the Administrative Trustees) shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dUnless Section 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting the distribution of the Debentures to SecurityholdersHolders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dUnless Section 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their exchange agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Capital Securities are then listed, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, then the Trust Property shall be liquidated, and the Issuer Trust shall be wound-up, up by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders on the date of the dissolution of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding up, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder Holders of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.such

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Issuer Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of Junior Subordinated Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting distribution of the Junior Subordinated Debentures to SecurityholdersHolders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) the Clearing Agency for the Preferred Securities or its nominee, as the registered holder of the Global Preferred Securities Certificate, shall receive a registered global certificate or certificates representing a Like Amount of the Junior Subordinated Debentures willto be delivered upon such distribution with respect to Preferred Securities held by the Clearing Agency or its nominee, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their agent for exchangeand, (iii) any Trust Securities Certificates not so surrendered held by the Clearing Agency for exchange the Preferred Securities or its nominee as specified in clause (ii) above will be deemed to represent Junior Subordinated Debentures having a Like principal amount equal to the stated Liquidation Amount of Debentures, accruing the Trust Securities represented thereby and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such Trust certificates are presented to the Securities Certificates are so surrendered (and until such Trust Securities Certificates are so surrendered, no payments Registrar for transfer or interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures upon surrender of Trust Securities Certificatesreissuance. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Debentures is not practical, or if any Early Termination Event specified in the manner provided herein is determined by the Property Trustee not to be practicalclause (c) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be wound-up, dissolved by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders on the date of the dissolution of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, an amount equal to the aggregate of Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding updissolution, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder Holders of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up dissolution pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust SecuritiesSecurities as provided in Section 4.3.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Dissolution Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for certificates representing the Like Amount of the Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the Nasdaq National Market or on such other exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities are then listed, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to Debentures represented by such Debenturescertificates) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction receive a Like Amount of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-upup or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution of the Trust, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding upup or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, Holders of the Preferred Trust Securities shall have a priority over the Holders of Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Issuer Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of Junior Subordinated Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting distribution of the Junior Subordinated Debentures to SecurityholdersHolders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) the Clearing Agency for the Preferred Securities or its nominee, as the registered Holder of the Global Preferred Securities Certificate, shall receive a registered global certificate or certificates representing a Like Amount of the Junior Subordinated Debentures willto be delivered upon such distribution with respect to Preferred Securities held by the Clearing Agency or its nominee, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their agent for exchange, and (iii) any Trust Securities Certificates not so surrendered held by the Clearing Agency for exchange the Preferred Securities or its nominee as specified in clause (ii) above will be deemed to represent Junior Subordinated Debentures having a Like principal amount equal to the stated Liquidation Amount of Debentures, accruing the Trust Securities represented thereby and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such Trust certificates are presented to the Securities Certificates are so surrendered (and until such Trust Securities Certificates are so surrendered, no payments Registrar for transfer or interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures upon surrender of Trust Securities Certificatesreissuance. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Debentures is not practical, or if any Early Termination Event specified in the manner provided herein is determined by the Property Trustee not to be practicalclause (c) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be wound-up, liquidated by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders on the date of the dissolution of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, an amount equal to the aggregate of the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding updissolution, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder Holders of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up liquidation pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Securities as provided in Section 4.3. (e) Following the dissolution of the Issuer Trust Securitiesand after the completion of the winding up of the affairs of the Issuer Trust, one of the Issuer Trustees shall file a certificate of cancellation with the Delaware Secretary of State.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Dissolution Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Dateliquidation date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for certificates representing the Like Amount of the Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the American Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities are then listed, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders holders of Trust Securities Certificates with respect to Debentures represented by such Debenturescertificates) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction receive a Like Amount of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-upup or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution of the Trust, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding upup or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has his occurred and is continuing, Holders of the Preferred Trust Securities shall have a priority over the Holders of Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e9.4(e). . (b) Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: : (i) state the Liquidation Date; ; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e9.4(e) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (bc) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(e) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (cd) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(e) applyapplies, on and after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to the Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall cause the Debenture Issuer to use its reasonable efforts to have the Debentures listed or traded on the such stock exchange, interdealer quotation system and/or other self-regulatory organization as the Preferred Securities are then listed or traded, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up, up and terminated by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding up, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up dissolution pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Issuer Trustees as expeditiously as the Issuer Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, the Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate by distributing to each Securityholder Holder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later less than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All such notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Property Trustee or Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting distribution of the Debentures to SecurityholdersHolders, the Administrative Trustees Property Trustee, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization on which the Preferred Securities are then listed, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing Debentures bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, or if an Early Termination Event specified in clause (c) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved, wound-upup or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders on the date of the dissolution, winding-up or other termination of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, winding upup or termination, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of all the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (specified in Section 5.1(1) or event that with 5.1(2) of the lapse of time or giving of notice would become an Event of Default) Indenture has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust SecuritiesSecurities as provided in Section 4.3.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (iSECTION 9.2(A), (iiiB) or (ivD) of Section 9.02 occurs, after satisfaction of creditors of occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines shall determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder Holder a Like Amount of DebenturesNotes, subject to Section 9.04(eSECTION 9.4(D). Notice of liquidation shall be given by the Administrative Trustees by first-class mail, postage prepaid, mailed Property Trustee not later less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All such notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and (subject to SECTION 9.4(D)) any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of DebenturesNotes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for DebenturesNotes, or, or if Section 9.04(eSECTION 9.4(D) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSECTION 9.2(C) or 9.04(e9.4(D) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures Notes to SecurityholdersHolders, the Administrative Trustees shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) andProperty Trustee, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish a record date for such distribution (which shall not be more than forty five (45) days prior to the Liquidation Date nor prior to the date on which notice of such liquidation is given to the Holders) and establish such procedures as it shall deem appropriate to effect the distribution of Debentures Notes in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSECTION 9.2(C) or 9.04(e9.4(D) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) any Trust the Depositor shall use its best efforts to have the Notes listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization on which the Preferred Securities are then listed, if any, (iv) Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing Notes bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such DebenturesNotes) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures receive Notes upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding Notwithstanding the other provisions of this Section 9.04SECTION 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, if distribution of the Debentures Notes in the manner provided herein is determined by the Property Trustee not to be permitted or practical, the Trust Property shall be liquidated, and the Trust shall be wound-up, wound up by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders Holders will be entitled to receive out of the assets of the Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation DistributionLIQUIDATION DISTRIBUTION"). If, upon any such winding up, up the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata PRO RATA basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-winding up pro rata PRO RATA (determined as aforesaidbased upon Liquidation Amounts) with Holders of Preferred all Trust Securities, except that, if a Debenture an Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust SecuritiesSecurities as provided in SECTION 4.3.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstandingoutstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its reasonable efforts to have the Debentures listed on the New York Stock Exchange or on such other exchange as the Preferred Securities are then listed, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or interest or principal will be made to Holders holders of Trust Securities Certificates with respect to such Debentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up, up by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated accrued and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding up, up the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 15 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days nor less than 15 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their exchange agent for exchange, (iii) the Depositor shall use its reasonable efforts to have the Debentures designated on or with any exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities are then listed, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up, by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding up, winding-up the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Dissolution Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Issuer Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law to each Securityholder Holder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later less than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All such notices of liquidation shall: (i) state the CUSIP Number of the Trust Securities; (ii) state the Liquidation Date; (iiiii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures, or if Section 9.4(d) applies, a right to receive a Liquidation Distribution; and (iiiiv) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e9.4(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee (after consultation with the Administrative Trustees) shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting distribution of the Debentures to SecurityholdersHolders, the Administrative Trustees shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) andProperty Trustee, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish a record date for such distribution (which shall be not more than 30 days prior to the Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing Debentures bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (iv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, or if an Early Dissolution Event specified in clause (c) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved and its affairs wound-up, by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders on the date of the dissolution, winding-up or other termination of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "“Liquidation Distribution"”). If, upon any such dissolution, winding upup or termination, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder Holders of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Capital Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Capital Securities shall have a priority over the Common Trust SecuritiesSecurities as provided in Section 4.3.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Issuer Trustees as expeditiously as the Issuer Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, the Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate by distributing to each Securityholder Holder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later less than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All such notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Property Trustee or Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting distribution of the Debentures to SecurityholdersHolders, the Administrative Trustees Property Trustee, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the Nasdaq National Market or on such other exchange, interdealer quotation system or self-regulatory organization on which the Preferred Securities are then listed, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing Debentures bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, or if an Early Termination Event specified in clause (c) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be wound-up, up by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation DistributionLIQUIDATION DISTRIBUTION"). If, upon any such winding up, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata PRO RATA basis (based upon Liquidation Amounts). The Holder of all the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up pro rata or termination PRO RATA (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (specified in Section 5.1(1) or event that with 5.1(2) of the lapse of time or giving of notice would become an Event of Default) Indenture has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust SecuritiesSecurities as provided in Section 4.3.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of DebenturesNotes, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee at the expense of the Depositor by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of DebenturesNotes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for DebenturesNotes, or, or if Section 9.04(e9.4(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures Notes to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be (i) one Business Day prior to the Liquidation Date or (ii) in the event that the Preferred Securities are not more than 45 in book-entry form, the date 15 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures Notes in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Notes will be issued to Holders holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees Property Trustee or their its agent for exchange, (iii) the Depositor shall use its best efforts to have the Notes listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities are then listed, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of DebenturesNotes, accruing interest at the rate provided for in the Debentures Notes from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such DebenturesNotes) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures receive Notes upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures Notes in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up, up by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding up, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture an Indenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Dissolution Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Issuer Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later less than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All such notices of liquidation shall: (i) state the CUSIP Number of the Trust Securities; (ii) state the Liquidation Date; (iiiii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iiiiv) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e9.4(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee (after consultation with the Administrative Trustees) shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting distribution of the Debentures to SecurityholdersHolders, the Administrative Trustees shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) andProperty Trustee, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish a record date for such distribution (which shall be not more than 30 days prior to the Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing Debentures bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (iv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, or if an Early Dissolution Event specified in clause (c) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved and its affairs wound-up, by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders on the date of the dissolution, winding-up or other termination of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, winding upup or termination, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder Holders of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Capital Securities, except that, if a Debenture Event of Default (specified in Section 5.1(1) or event that with 5.1(2) of the lapse of time or giving of notice would become an Event of Default) Indenture has occurred and is continuing, the Preferred Trust Capital Securities shall have a priority over the Common Trust SecuritiesSecurities as provided in Section 4.3.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Issuer Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of Junior Subordinated Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate., (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting distribution of the Junior Subordinated Debentures to SecurityholdersHolders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) the Clearing Agency for the Preferred Securities or its nominee, as the registered holder of the Global Preferred Securities Certificate, shall receive a registered global certificate or certificates representing a Like Amount of the Junior Subordinated Debentures willto be delivered upon such distribution with respect to Preferred Securities held by the Clearing Agency or its nominee, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their agent for exchangeand, (iii) any Trust Securities Certificates not so surrendered held by the Clearing Agency for exchange the Preferred Securities or its nominee as specified in clause (ii) above will be deemed to represent Junior Subordinated Debentures having a Like principal amount equal to the stated Liquidation Amount of Debentures, accruing the Trust Securities represented thereby and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such Trust certificates are presented to the Securities Certificates are so surrendered (and until such Trust Securities Certificates are so surrendered, no payments Registrar for transfer or interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures upon surrender of Trust Securities Certificatesreissuance. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Debentures is not practical, or if any Early Termination Event specified in the manner provided herein is determined by the Property Trustee not to be practicalclause (c) of Section 9 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be wound-up, dissolved by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders on the date of the dissolution of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, an amount equal to the aggregate of Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation DistributionDistribution "). If, upon any such winding updissolution, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder Holders of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up dissolution pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust SecuritiesSecurities as provided in Section 4.3.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (iSection 9.02(a), (iiiSection 9.02(b) or (ivSection 9.02(d) of Section 9.02 occurs, after satisfaction of creditors of occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of claims and obligations of the Trust as provided by applicable law, including Section 3808 of the Delaware Statutory Trust Act, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e). . (b) Notice of liquidation shall be given by the Administrative Trustees Property Trustee, at the Depositor’s expense, by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All notices of liquidation shall: : (i) state the Liquidation Date; ; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (bc) Except where Sections 9.02(ii), 9.04(dSection 9.02(c) or Section 9.04(e) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (cd) Except where Sections 9.02(ii), 9.04(dSection 9.02(c) or Section 9.04(e) applyapplies, on and after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to the Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall cause the Debenture Issuer to use its reasonable efforts to have the Debentures listed or traded on the such stock exchange, interdealer quotation system and/or other self-regulatory organization as the Preferred Securities are then listed or traded, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.04, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up, up and terminated by the Property Trustee in such manner as the Property Trustee determinesdetermines consistent with the requirements of applicable law; provided, however, that any such determination shall be conclusive and binding on any such Securityholder and any Person claiming under, by or through such holder and provided further that the Property Trustee shall not be liable to any Securityholder or other Person for such determination to the fullest extent permitted by applicable law. In such event, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors claims and obligations of the Trust, if any, Trust as provided by applicable law, including Section 3808 of the Delaware Statutory Trust Act, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "“Liquidation Distribution"”). If, upon any such winding up, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up dissolution pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 902 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e904(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 thirty (30) nor more than 60 sixty (60) days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will shall no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will shall be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which the Holders may exchange the Trust Securities Certificates for the Debentures, or, if Section 9.04(e904(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 902(c) or 9.04(e904(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to the Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 forty-five (45) days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 902(c) or 9.04(e904(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will shall no longer be deemed to be Outstanding, outstanding; (ii) certificates representing a Like Amount of the Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, shall be issued to the Holders of Trust Securities Certificates, Certificates upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, ; (iii) the Depositor shall use its reasonable efforts to have the Debentures listed on the New York Stock Exchange or on such other securities exchange or other organization as the Preferred Securities are then listed or traded; (iv) any Trust Securities Certificates not so surrendered for exchange will shall be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will shall be made to Holders of the Trust Securities Certificates with respect to such Debentures) ); and (ivv) all rights of the Securityholders holding the Trust Securities will shall cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of receive the Trust, if any, as provided by applicable law, Debentures upon surrender of the Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.04904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-upup and terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution, winding-up or other termination of the Trust, the Securityholders will shall be entitled to receive out of the assets of the Trust available for distribution to the Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding updissolution, winding-up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts, subject to Section 407). The Holder of the Common Trust Securities will shall be entitled to receive the Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with the Holders of the Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 902 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e904(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 thirty (30) nor more than 60 sixty (60) days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will shall no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will shall be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which the Holders may exchange the Trust Securities Certificates for the Debentures, or, if Section 9.04(e904(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 902(c) or 9.04(e904(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to the Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates; provided, however, that for any Trust Securities held in global form, the distribution of the Debentures shall be made to the holder of such Trust Securities as of one Business Day preceding the Liquidation Date. (c) Except where Sections 9.02(ii), 9.04(dSection 902(c) or 9.04(e904(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will shall no longer be deemed to be Outstanding, outstanding; (ii) certificates representing a Like Amount of the Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, shall be issued to the Holders of Trust Securities Certificates, Certificates upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, ; (iii) the Depositor shall use its best efforts to have the Debentures listed on such national securities exchange or included in a comparable automated quotation system as the Preferred Securities are then listed or traded; (iv) any Trust Securities Certificates not so surrendered for exchange will shall be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will shall be made to Holders of the Trust Securities Certificates with respect to such Debentures) ); and (ivv) all rights of the Securityholders holding the Trust Securities will shall cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of receive the Trust, if any, as provided by applicable law, Debentures upon surrender of the Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.04904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-upup or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution, winding-up or other termination of the Trust, the Securityholders will shall be entitled to receive out of the assets of the Trust available for distribution to the Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding updissolution, winding-up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts, subject to Section 407). The Holder of the Common Trust Securities will shall be entitled to receive the Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with the Holders of the Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Securities. Section 905. Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Section 905. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of the Preferred Securities, the Property Trustee or the Delaware Trustee, the Trust may merge with or into, consolidate, amalgamate, be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (a) such successor entity either (i) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities; or (ii) substitutes for the Preferred Securities other securities having substantially the same terms as the Preferred Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise; (b) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee as the holder of the Debentures; (c) the Successor Securities are listed or traded, or any Successor Securities shall be listed or traded upon notification of issuance, on any national securities exchange or other organization on which the Preferred Securities are then listed, if any; (d) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect; (e) such successor entity has a purpose substantially identical to that of the Trust; (f) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (i) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect; and (ii) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity shall be required to register as an "investment company" under the Investment Company Act; and (g) the Depositor owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee, the Debentures, this Trust Agreement and the Expense Agreement. For purposes of this Section 905, any such consolidation, merger, sale, conveyance, transfer or other disposition as a result of which (a) the Company is not the surviving Person, and (b) the same Person is not both (i) the primary obligor in respect of the Debentures and (ii) the Guarantor under that certain Preferred Securities Guarantee Agreement of even date herewith (the "Guarantee") between the Company and Wilmington Trust Company, as guarantee trustee, shall be deemed to constitute a replacement of the Trust by a successor entity; provided further that, notwithstanding the foregoing, in the event that upon the consummation of such a consolidation, merger, sale, conveyance, transfer or other disposition, the parent company (if any) of the Company, or its successor, is a bank holding company or financial holding company or comparably regulated financial institution, such parent company shall guarantee the obligations of the Trust (and any successor thereto) under the Preferred Securities (including any Successor Securities) at least to the extent provided by the Guarantee, the Debentures, the Trust Agreement and the Expense Agreement. Notwithstanding the foregoing, the Trust shall not, except with the consent of the Holders of 100% in Liquidation Amount of the Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Dissolution Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for certificates representing the Like Amount of the Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the American Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities are then listed, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders holders of Trust Securities Certificates with respect to Debentures represented by such Debenturescertificates) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction receive a Like Amount of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-upup or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution of the Trust, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding upup or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, Holders of the Preferred Trust Securities shall have a priority over the Holders of Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Issuer Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of Junior Subordinated Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting distribution of the Junior Subordinated Debentures to SecurityholdersHolders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) the Clearing Agency for the Preferred Securities or its nominee, as the registered holder of the Global Preferred Securities Certificate, shall receive a registered global certificate or certificates representing a Like Amount of the Junior Subordinated Debentures willto be delivered upon such distribution with respect to Preferred Securities held by the Clearing Agency or its nominee, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their agent for exchangeand, (iii) any Trust Securities Certificates not so surrendered held by the Clearing Agency for exchange the Preferred Securities or its nominee as specified in clause (ii) above will be deemed to represent Junior Subordinated Debentures having a Like principal amount equal to the stated Liquidation Amount of Debentures, accruing the Trust Securities represented thereby and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such Trust certificates are presented to the Securities Certificates are so surrendered (and until such Trust Securities Certificates are so surrendered, no payments Registrar for transfer or interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures upon surrender of Trust Securities Certificatesreissuance. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Debentures is not practical, or if any Early Termination Event specified in the manner provided herein is determined by the Property Trustee not to be practicalclause (c) of Section 9 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved, wound-upup or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders on the date of the dissolution, winding-up or other termination of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, an amount equal to the aggregate of Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding updissolution, winding-up or termination, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder Holders of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust SecuritiesSecurities as provided in Section 4.3.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 902 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e904(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will shall no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will shall be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, if Section 9.04(e904(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 902(c) or 9.04(e904(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 902(c) or 9.04(e904(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will shall no longer be deemed to be Outstanding, outstanding; (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, shall be issued to Holders of Trust Securities Certificates, Certificates upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, ; (iii) the Depositor shall use its best efforts to have the Debentures listed on the Nasdaq National Market or on such other securities exchange or automated quotation system as the Preferred Securities are then listed or traded; (iv) any Trust Securities Certificates not so surrendered for exchange will shall be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will shall be made to Holders of Trust Securities Certificates with respect to such Debentures) ); and (ivv) all rights of Securityholders holding Trust Securities will shall cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.04904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-upup or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution, winding-up or other termination of the Trust, Securityholders will shall be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding updissolution, winding-up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will shall be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 902 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Junior Subordinated Debentures, subject to Section 9.04(e904(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates certificates for Junior Subordinated Debentures, or, or if Section 9.04(e904(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 902(c) or 9.04(e904(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Junior Subordinated Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 902(c) or 9.04(e904(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates (or, at the election of the Depositor a Global Subordinated Debenture, subject to the provisions of the Indenture) representing a Like Amount of Junior Subordinated Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders holders of Trust Securities Certificates, Certificates upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its reasonable efforts to have the Junior Subordinated Debentures listed on the Nasdaq National Market or on such other securities exchange or other organization as the Capital Securities may then be listed or traded, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Debentures, accruing interest at the rate provided for in the Junior Subordinated Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders holders of Trust Securities Certificates with respect to such Junior Subordinated Debentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Junior Subordinated Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.04904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up, up by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "“Liquidation Distribution"”). If, upon any such winding winding-up, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up pro rata (determined as aforesaid) with Holders of Preferred Trust Capital Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Capital Securities shall have a priority over the Common Securities. SECTION 905. MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUST. The Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant Article IX. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the holders of the Capital Securities, the Property Trustee or the Delaware Trustee, the Trust may merge with or into, consolidate, amalgamate, be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Capital Securities or (b) substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “Successor Securities”) so long as the Successor Securities rank the same as the Capital Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee as the holder of the Junior Subordinated Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, (iv) such successor entity has a purpose substantially identical to that of the Trust, (v) the Successor Securities will be listed or traded on any national securities exchange or other organization on which the Capital Securities may then be listed, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel experienced in such matters to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act and (vii) the Depositor owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of holders of 100% in Liquidation Amount of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate, merge with or into, or replace it, if such consolidation, amalgamation, merger or replacement would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of DebenturesShares, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee at the expense of the Depositor by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of DebenturesShares; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for DebenturesShares, or, or if Section 9.04(e9.4(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures Shares to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be (i) one Business Day prior to the Liquidation Date or (ii) in the event that the Preferred Securities are not more than 45 in book-entry form, the date 15 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures Shares in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Shares will be issued to Holders holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees Property Trustee or their its agent for exchange, (iii) the Depositor shall use its best efforts to have the Shares listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities are then listed, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of DebenturesShares, accruing interest at the rate provided for in the Debentures Shares from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such DebenturesShares) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures receive Shares upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures Shares in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up, up by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding up, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Stock Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Issuer Trustees as expeditiously as the Issuer Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, the Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate by distributing to each Securityholder Holder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later less than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All such notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Property Trustee and the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting distribution of the Debentures to SecurityholdersHolders, the Administrative Trustees Property Trustee, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall and establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing Debentures bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) ), and (iv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up, by the Property Trustee or if an Early Termination Event specified in such manner as the Property Trustee determines. In such event, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment clause (such amount being the "Liquidation Distribution"). If, upon any such winding up, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up pro rata (determined as aforesaidc) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.of

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (i), (iii) or (iv) of Section 9.02 occurs, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, the Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate by adequately providing for the satisfaction of liability to Creditors, if any, and by distributing to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e). Notice of liquidation shall be given by the Administrative Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Security Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e) applies, applies receive a Liquidation Distribution, as the Administrative Trustees Trustee or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), Section 9.02(a)(ii) or 9.04(d) or 9.04(e(e) applyapplies, in order to effect affect the liquidation of the Trust hereunderTrust, if any, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect affect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), Section 9.02(a)(ii) or 9.04(d) or 9.04(e(e) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) the Administrative Trustees shall, unless the Debentures are redeemed in the Opinion of Counsel to limited circumstances described below, terminate the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the TrustTrust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and law cause Debentures held by the distribution of the Debentures to the Holders Property Trustee having a Like Amount of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) and the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures Common Securities to be distributed to the Holders of the Preferred Securities and the Common Securities on a pro rata basis in liquidation of such Holders' interests in the Trust, within 90 days following the occurrence of such Tax Event; provided, however, that as a condition of such termination and distribution, the Administrative Trustees shall have received an opinion of nationally recognized independent tax counsel experienced in such matters (a "No Recognition Opinion"), which opinion may rely on any then applicable published revenue rulings of the Internal Revenue Service, to the effect that the Holders of the Preferred Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the termination of the Trust and distribution of Debentures; and, provided, further, that, if and as long as at the time there is available to the Trust the opportunity to eliminate, within such 90-day period, the Tax Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure which has no adverse effect on the Trust, the Depositor or the Holders of the Preferred Securities, the Trust will pursue such measure in lieu of termination. Furthermore, if (i) the Administrative Trustees have received an opinion of nationally recognized independent tax counsel experienced in such matters (a "Redemption Tax Opinion") that, as a result of a Tax Event, there is more than an insubstantial risk that the Depositor would be precluded from deducting the interest on the Debentures for United States federal income tax purposes even if the Debentures were distributed to the Holders of Preferred Securities and Common Trust Securities in liquidation of such Holders' interests in the Trust as described above or (ii) the Administrative Trustees shall have been informed by such tax counsel that a No Recognition Opinion cannot be delivered to the Trust, the Depositor shall have the right, upon not less than 30 nor more than 60 days' notice, to redeem the Debentures in whole or in part for cash at the Redemption Price plus accumulated and unpaid Distributions to the date of such payment within 90 days following the occurrence of such Tax Event, and promptly following such redemption Preferred Securities and Common Securities with an aggregate liquidation preference amount equal to the aggregate principal amount of the Debentures so redeemed will be redeemed by the Trust at the Redemption Price plus accumulated and unpaid Distributions on a pro rata basis, provided, however, that if at the time there is available to the Depositor or the Administrative Trustees on behalf of the Trust the opportunity to eliminate, within such 90-day period, the Tax Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure, which has no adverse effect on the Trust, the Depositor or the Holders of the Preferred Securities, the Depositor or the Administrative Trustees on behalf of the Trust will pursue such measure in lieu of redemption and provided further that the Depositor shall have no right to redeem the Debentures while the Administrative Trustees on behalf of the Trust are pursuing any such ministerial action. [Add Provisions The Common Securities will be redeemed on a pro rata basis with the Preferred Securities, except that if an Event of Default has occurred and is continuing, the Preferred Securities will have a priority over the Common Securities with respect to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units]payment of the Redemption Price and accumulated and unpaid Distributions to the date of such payment. (e) In the event that, notwithstanding the other provisions of this Section 9.04, whether because of an order for dissolution termination entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-upup or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution, winding-up or other termination of the Trust, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, winding upup or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of Common Trust Securities Depositor will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture an Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuingcontinuing or if an Event of Default has not occurred solely by reason of a requirement that time lapse or notice be given, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction or the making of reasonable provisions for the payment of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All notices of liquidation shall: (i) state the CUSIP Number of the Trust Securities; (ii) state the Liquidation Date; (iiiii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iiiiv) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e9.4(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Capital Securities are then listed or traded, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up, by the Property Trustee in such manner as the Property Trustee determinesTrustee. In such event, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "“Liquidation Distribution"”). If, upon any such winding up, If the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Capital Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Capital Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Issuer Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of Junior Subordinated Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting distribution of the Junior Subordinated Debentures to SecurityholdersHolders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) the Clearing Agency for the Capital Securities or its nominee, as the registered holder of the Global Capital Securities Certificate, shall receive a registered global certificate or certificates representing a Like Amount of the Junior Subordinated Debentures willto be delivered upon such distribution with respect to Capital Securities held by the Clearing Agency or its nominee, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their agent for exchangeand, (iii) any Trust Securities Certificates not so surrendered held by the Clearing Agency for exchange the Capital Securities or its nominee as specified in clause (ii) above will be deemed to represent Junior Subordinated Debentures having a Like principal amount equal to the stated Liquidation Amount of Debentures, accruing the Trust Securities represented thereby and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such Trust certificates are presented to the Securities Certificates are so surrendered (and until such Trust Securities Certificates are so surrendered, no payments Registrar for transfer or interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures upon surrender of Trust Securities Certificatesreissuance. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Debentures is not practical, or if any Early Termination Event specified in the manner provided herein is determined by the Property Trustee not to be practicalclause (c) of Section 9 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved, wound-upup or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders on the date of the dissolution, winding-up or other termination of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, an amount equal to the aggregate of Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding updissolution, winding-up or termination, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder Holders of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Capital Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Capital Securities shall have a priority over the Common Trust SecuritiesSecurities as provided in Section 4.3.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Dissolution Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Issuer Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of Junior Subordinated Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting distribution of the Junior Subordinated Debentures to SecurityholdersHolders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) the Clearing Agency for the Capital Securities or its nominee, as the registered Holder of the Global Capital Securities Certificate, shall receive a registered global certificate or certificates representing a Like Amount of the Junior Subordinated Debentures willto be delivered upon such distribution with respect to Capital Securities held by the Clearing Agency or its nominee, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their agent for exchange, and (iii) any Trust Securities Certificates not so surrendered held by the Clearing Agency for exchange the Capital Securities or its nominee as specified in clause (ii) above will be deemed to represent Junior Subordinated Debentures having a Like principal amount equal to the stated Liquidation Amount of Debentures, accruing the Trust Securities represented thereby and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such Trust certificates are presented to the Securities Certificates are so surrendered (and until such Trust Securities Certificates are so surrendered, no payments Registrar for transfer or interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures upon surrender of Trust Securities Certificatesreissuance. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Debentures is not practical, or if any Early Dissolution Event specified in the manner provided herein is determined by the Property Trustee not to be practicalclause (c) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be wound-up, liquidated by the Property Trustee in such manner as the Property Trustee determinesdetermines in accordance with the instruction of a Majority in Liquidation Amount of the Capital Securities. In such event, Securityholders on the date of the dissolution of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, an amount equal to the aggregate of the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "“Liquidation Distribution"”). If, upon any such winding updissolution, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder Holders of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up liquidation pro rata (determined as aforesaid) with Holders of Preferred Trust Capital Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Capital Securities shall have a priority over the Common Securities as provided in Section 4.3. (e) Following the dissolution of the Issuer Trust Securitiesand after the completion of the winding up of the affairs of the Issuer Trust, the Property Trustee shall file a certificate of cancellation with the Delaware Secretary of State.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will shall no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will shall be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which the Holders may exchange the Trust Securities Certificates for the Debentures, or, if Section 9.04(e9.4(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to the Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 forty-five (45) days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will shall no longer be deemed to be Outstanding, outstanding; (ii) certificates representing a Like Amount of the Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, shall be issued to the Holders of Trust Securities Certificates, Certificates upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, ; (iii) the Depositor shall use its reasonable efforts to have the Debentures included in the American Stock Exchange, Inc. or on such other securities exchange or other organization as the Preferred Securities are then listed or traded; (iv) any Trust Securities Certificates not so surrendered for exchange will shall be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will shall be made to the Holders of Trust Securities Certificates thereof with respect to such Debentures) ); and (ivv) all rights of the Securityholders holding the Trust Securities will shall cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of receive the Trust, if any, as provided by applicable law, Debentures upon surrender of the Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution of the Trust entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-upup and terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution, winding-up or other termination of the Trust, the Securityholders will shall be entitled to receive out of the assets of the Trust available for distribution to the Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding updissolution, winding-up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts, subject to Section 4.7). The Holder of the Common Trust Securities will shall be entitled to receive the Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with the Holders of the Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Issuer Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of Junior Subordinated Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting distribution of the Junior Subordinated Debentures to SecurityholdersHolders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Debentures in exchange for the Outstanding Trust Securities Certificates.. 45 (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) the Clearing Agency for the Preferred Securities or its nominee, as the registered Holder of the Global Preferred Securities Certificate, shall receive a registered global certificate or certificates representing a Like Amount of the Junior Subordinated Debentures willto be delivered upon such distribution with respect to Preferred Securities held by the Clearing Agency or its nominee, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their agent for exchange, and (iii) any Trust Securities Certificates not so surrendered held by the Clearing Agency for exchange the Preferred Securities or its nominee as specified in clause (ii) above will be deemed to represent Junior Subordinated Debentures having a Like principal amount equal to the stated Liquidation Amount of Debentures, accruing the Trust Securities represented thereby and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such Trust certificates are presented to the Securities Certificates are so surrendered (and until such Trust Securities Certificates are so surrendered, no payments Registrar for transfer or interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures upon surrender of Trust Securities Certificatesreissuance. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Debentures is not practical, or if any Early Termination Event specified in the manner provided herein is determined by the Property Trustee not to be practicalclause (c) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be wound-up, liquidated by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders on the date of the dissolution of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, an amount equal to the aggregate of the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding updissolution, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder Holders of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up liquidation pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Securities as provided in Section 4.3. (e) Following the dissolution of the Issuer Trust Securitiesand after the completion of the winding up of the affairs of the Issuer Trust, one of the Issuer Trustees shall file a certificate of cancellation with the Delaware Secretary of State.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 902 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Junior Subordinated Debentures, subject to Section 9.04(e904(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates certificates for Junior Subordinated Debentures, or, or if Section 9.04(e904(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 902(c) or 9.04(e904(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Junior Subordinated Debentures to SecurityholdersSecurity holders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 902(c) or 9.04(e904(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates (or, at the election of the Depositor a Global Subordinated Debenture, subject to the provisions of the Indenture) representing a Like Amount of Junior Subordinated Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, Certificates upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its reasonable efforts to have the Junior Subordinated Debentures listed on the American Stock Exchange or on such other securities exchange, quotation system or other organization as the Preferred Securities may then be listed or traded, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Debentures, accruing interest at the rate provided for in the Junior Subordinated Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Debentures) and (ivv) all rights of Securityholders Security holders holding Trust Securities will cease, except the right of such Securityholders Security holders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Junior Subordinated Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.04904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-upup or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders on the date of the dissolution, winding-up or other termination of the Trust, Security holders will be entitled to receive out of the assets of the Trust available for distribution to SecurityholdersSecurity holders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding updissolution, winding-up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 902 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e904(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will shall no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will shall be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which the Holders may exchange the Trust Securities Certificates for the Debentures, or, if Section 9.04(e904(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 902(c) or 9.04(e904(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to the Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 902(c) or 9.04(e904(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will shall no longer be deemed to be Outstanding, ; (ii) certificates representing a Like Amount of the Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, shall be issued to the Holders of Trust Securities Certificates, Certificates upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, ; (iii) the Depositor shall use its best efforts to have the Debentures listed on the American Stock Exchange, Inc. or on such other securities exchange or other organization as the Preferred Securities are then listed or traded; (iv) any Trust Securities Certificates not so surrendered for exchange will shall be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will shall be made to Holders of the Trust Securities Certificates with respect to such Debentures) ); and (ivv) all rights of the Securityholders holding the Trust Securities will shall cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of receive the Trust, if any, as provided by applicable law, Debentures upon surrender of the Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.04904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-upup or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution, winding-up or other termination of the Trust, the Securityholders will shall be entitled to receive out of the assets of the Trust available for distribution to the Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding updissolution, winding-up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts, subject to Section 407). The Holder of the Common Trust Securities will shall be entitled to receive the Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with the Holders of the Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Issuer Trustees as expeditiously as the Issuer Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, the Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate by distributing to each Securityholder Holder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later less than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All such notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics procedures by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting distribution of the Debentures to SecurityholdersHolders, the Administrative Trustees shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) andProperty Trustee, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish a record date for such distribution (which shall be not more than 30 days prior to the Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the national stock exchange, the Nasdaq National Market or on such other exchange, interdealer quotation system or self-regulatory organization as the Capital Securities are then listed, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing Debentures bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, or if an Early Termination Event specified in Section 9.2(c) occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved, wound-upup or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders on the date of the dissolution, winding-up or other termination of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, winding upup or termination, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder Holders of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Capital Securities, except that, if a Debenture Event of Default (specified in Section 5.1(1) or event that with 5.1(2) of the lapse of time or giving of notice would become an Event of Default) Indenture has occurred and is continuing, the Preferred Trust Capital Securities shall have a priority over the Common Trust SecuritiesSecurities as provided in Section 4.3.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (iSection 9.2(a), (iii) Section 9.2(b), or (ivSection 9.2(d) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e9.4(e). . (b) Notice of liquidation shall be given by the Administrative Trustees Property Trustee, at the Depositor's expense, by first-class mail, postage prepaid, prepaid mailed not later than 30 thirty (30) nor more than 60 sixty (60) days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: : (i) state the Liquidation Date; ; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e9.4(e) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (bc) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(eSection 9.4(e) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 forty-five (45) days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (cd) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(eSection 9.4(e) applyapplies, on and after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to the Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall cause the Debenture Issuer to use its reasonable efforts to have the Debentures listed or traded on the such stock exchange, interdealer quotation system and/or other self-regulatory organization as the Preferred Securities are then listed or traded, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up, up and terminated by the Property Trustee in such manner as the Property Trustee determines; provided, however, that any such determination shall be conclusive and binding on any such Securityholder and any Person claiming under, by or through such holder and provided further that the Property Trustee shall not be liable to any Securityholder or other Person for such determination. In such event, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding up, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up dissolution pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Dissolution Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its reasonable efforts to have the Debentures listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities are then listed, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up, up by the Property Trustee in such manner as the Property Trustee determines. In such event, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding up, up the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will shall no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will shall be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, if Section 9.04(e9.4(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will shall no longer be deemed to be Outstanding, outstanding; (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, shall be issued to Holders of Trust Securities Certificates, Certificates upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, ; (iii) the Depositor shall use its reasonable efforts to have the Debentures listed on the Nasdaq National Market or on such other securities exchange or other organization as the Preferred Securities are then listed or traded; (iv) any Trust Securities Certificates not so surrendered for exchange will shall be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will shall be made to Holders of Trust Securities Certificates with respect to such Debentures) ); and (ivv) all rights of Securityholders holding Trust Securities will shall cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, receive Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up, up by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the winding up of the Trust, Securityholders will shall be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding up, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Securities shall have a priority over the Common Trust Securities.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Dissolution Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Issuer Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of Junior Subordinated Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Issuer Trust hereunder, and any resulting distribution of the Junior Subordinated Debentures to SecurityholdersHolders, the Administrative Trustees Property Trustee shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) the Clearing Agency for the Capital Securities or its nominee, as the registered Holder of the Global Capital Securities Certificate, shall receive a registered global certificate or certificates representing a Like Amount of the Junior Subordinated Debentures willto be delivered upon such distribution with respect to Capital Securities held by the Clearing Agency or its nominee, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates to the Administrative Trustees or their agent for exchange, and (iii) any Trust Securities Certificates not so surrendered held by the Clearing Agency for exchange the Capital Securities or its nominee as specified in clause (ii) above will be deemed to represent Junior Subordinated Debentures having a Like principal amount equal to the stated Liquidation Amount of Debentures, accruing the Trust Securities represented thereby and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such Trust certificates are presented to the Securities Certificates are so surrendered (and until such Trust Securities Certificates are so surrendered, no payments Registrar for transfer or interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures upon surrender of Trust Securities Certificatesreissuance. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event thatIf, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Debentures is not practical, or if any Early Dissolution Event specified in the manner provided herein is determined by the Property Trustee not to be practicalclause (c) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be wound-up, liquidated by the Property Trustee in such manner as the Property Trustee determinesdetermines in accordance with the instruction of a Majority in Liquidation Amount of the Capital Securities. In such event, Securityholders on the date of the dissolution of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust, if any, Issuer Trust as provided by applicable law, an amount equal to the aggregate of the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding updissolution, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder Holders of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up liquidation pro rata (determined as aforesaid) with Holders of Preferred Trust Capital Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, the Preferred Trust Capital Securities shall have a priority over the Common Securities as provided in Section 4.3. (e) Following the dissolution of the Issuer Trust Securitiesand after the completion of the winding up of the affairs of the Issuer Trust, the Property Trustee shall file a certificate of cancellation with the Delaware Secretary of State.

Liquidation. (a) Upon the Expiration Date or if If an Early Termination Dissolution Event specified in clause (ia), (iiib) or (ivd) of Section 9.02 occurs, after satisfaction of creditors of 9.2 occurs or upon the Trust, if any, as provided by applicable lawExpiration Date, the Trust shall be liquidated by the Property Trustee Trustees as expeditiously as the Property Trustee determines Trustees determine to be appropriate possible by distributing distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 9.04(e9.4(d). Notice of liquidation shall be given by the Administrative Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for certificates representing the Like Amount of the Debentures, or, or if Section 9.04(e9.4(d) applies, applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, in order to effect the liquidation of the Trust hereunder, and any resulting distribution of the Debentures to Securityholders, the Administrative Trustees shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Sections 9.02(ii), 9.04(dSection 9.2(c) or 9.04(e9.4(d) applyapplies, after any the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, will be issued to Holders holders of Trust Securities Certificates, upon surrender of such Trust Securities Certificates certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the American Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities are then listed, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such Trust Securities Certificates certificates are so surrendered (and until such Trust Securities Certificates certificates are so surrendered, no payments or of interest or principal will be made to Holders of Trust Securities Certificates with respect to Debentures represented by such Debenturescertificates) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive, after satisfaction receive a Like Amount of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures upon surrender of Trust Securities Certificates. (d) If at any time, a Tax Event shall occur and be continuing, and either (i) in the Opinion of Counsel to the Depositor experienced in such matters, there would in all cases, after effecting the dissolution of the Trust, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, and the distribution of the Debentures to the Holders of the Preferred Trust Securities in exchange therefor, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist or (ii) the Debentures are not held by the Trust, then the Depositor shall have the right to redeem the Debentures, in whole but not in part, at any time within 90 days following the occurrence of the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the right, at any time, to dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, cause the Debentures to be distributed to the Holders of the Preferred Trust Securities and Common Trust Securities in liquidation of the Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if securities are issued in connection with Stock Purchase Units] (e) In the event that, notwithstanding the other provisions of this Section 9.049.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-upup or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution of the Trust, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust, if any, Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding upup or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Trust Securities will be entitled to receive Liquidation Distributions upon any such winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Trust Securities, except that, if a Debenture Event of Default (or event that with the lapse of time or giving of notice would become an Event of Default) has occurred and is continuing, Holders of the Preferred Trust Securities shall have a priority over the Holders of Common Trust Securities.