Common use of Optional Redemption by Company Clause in Contracts

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the Notes, in whole or in part, at any time or from time to time, at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Date. Any redemption pursuant to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture3.2(b), except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the NotesDebentures, in whole or in part, at any time or from time to time, on any Interest Payment Date after June 30, 2007 (each a "Redemption Date"), at a redemption price (the "Optional Redemption Price") Price equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest to the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed thereon to the Redemption Date. Any redemption pursuant to the preceding paragraph will this Section 3.2(a) shall be made upon not less than 30 days' nor more than 60 days' prior notice before to the Redemption Date to each Holder holder of the NotesDebentures, at the Optional Redemption Price. If the Notes Debentures are only partially redeemed pursuant to this Section 3.01(a)3.2, the Notes will Debentures shall be redeemed pro rata or by lot or by any in such other method utilized by manner as the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary Trustee shall determine, in accordance with good ▇▇▇▇▇ ▇▇▇▇ appropriate and fair in its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemedsole discretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidDate. (b) The following terms Any redemption of Debentures pursuant to Section 3.1 or Section 3.2 shall be subject to the Company obtaining the prior approval of the Federal Reserve, if such approval is then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, and any other required regulatory approvals. (c) If a partial redemption of the Debentures would result in the delisting of the Trust Preferred Securities issued by the Trust from any national securities exchange or other organization on which the Trust Preferred Securities are then listed, if any, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole. (d) Subject to the provisions of this Section 3.2, the Company shall have the meanings given right to them redeem Debentures in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Trust Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Trust Preferred Securities to be redeemed bears to the total number of Trust Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.01(b)3.2(d) only in exchange for and upon surrender by the Company to the Property Trustee of the Trust Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Trust Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Base Indenture, the Company shall have the right to redeem the Notes, in whole or in part, at any time in whole or from time to timetime in part, at a redemption price (the "“Optional Redemption Price"”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to to, but excluding, the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of principal and interest in respect of the Notes to be redeemed discounted to the Redemption Date (exclusive of excluding interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months months), at a rate equal to the Treasury Rate plus 25 35 basis points points, plus accrued and unpaid interest to, but excluding, the Redemption Date. On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption (unless the Company defaults in the payment of the Optional Redemption Price and accrued interest). On or before a Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to pay the Optional Redemption Price of and accrued interest on the principal amount being Notes to be redeemed to the Redemption Dateon that date. Any redemption pursuant to the preceding paragraph will be made upon not If less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder all of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a)be redeemed, the Notes will to be redeemed shall be selected by the Trustee pro rata or by lot or by any other a method utilized by the TrusteeTrustee deems to be fair and appropriate; provided, provided that if at the time of redemption the Notes to be redeemed are registered as a one or more Global NoteSecurities, the Depositary shall determine, in accordance with its procedures, the principal amount of such the Notes to be redeemed held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidNotes. (b) The following terms have the meanings given Notice of any redemption pursuant to them in this Section 3.01(b)4.1 shall be given as provided in Section 1104 of the Base Indenture, except that any notice of such redemption shall not specify the related Optional Redemption Price but only the manner of calculation thereof. The Trustee shall not be responsible for the calculation of such Optional Redemption Price. The Company shall calculate such Optional Redemption Price and promptly notify the Trustee thereof.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the The Company shall have the right to redeem the Notes, in whole or in part, Notes at any time in whole or from time to time, time in part at a redemption price (the "Optional “Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive not including any portion of such payments of interest accrued to as of the Redemption Date) date of redemption), discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate Rate, plus 25 ten (10) basis points plus points; plus, in each case, accrued and unpaid interest thereon to the date of redemption. (b) Notwithstanding subsection (a) above, installments of interest on the principal amount being redeemed Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date. Any , interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (c) Notices of redemption pursuant to the preceding paragraph will shall be made upon mailed at least thirty (30) but not less than 30 nor more than 60 days' prior notice sixty (60) days before the Redemption Date to each Holder of the Notes, Notes to be redeemed at its registered address. The Company shall calculate the Optional Redemption Price. Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are only partially to be redeemed pursuant to this Section 3.01(a)at any time, the Notes will to be redeemed pro rata shall be selected by lot by DTC, in the case of Global Notes, or by lot or the Trustee by any other a method utilized the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Base Indenture, the Company shall have the right to redeem the Notes, in whole or in part, at any time in whole or from time to timetime in part, prior to March 15, 2028 at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Date; orbe redeemed and (ii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of principal and interest in respect of the Notes to be redeemed discounted to the Redemption Date (exclusive of excluding interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months months) at a rate equal to the Treasury Rate plus 25 15 basis points points, plus, in each case, accrued and unpaid interest on the Notes to be redeemed to, but excluding, the Redemption Date. Subject to Article XI of the Base Indenture, commencing on March 15, 2028 (the “Par Call Date”), the Company shall have the right to redeem the Notes, at any time in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. The applicable redemption price in connection with a redemption of Notes under either of the first two paragraphs of this Section 4.1(a) is referred to herein as the “Optional Redemption Price” with respect to such redemption. On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption (unless the Company defaults in the payment of the Optional Redemption Price and accrued interest). On or before a Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to pay the Optional Redemption Price of and accrued interest on the principal amount being Notes to be redeemed to the Redemption Dateon that date. Any redemption pursuant to the preceding paragraph will be made upon not If less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder all of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a)be redeemed, the Notes will to be redeemed shall be selected by the Trustee pro rata or by lot or by any other a method utilized by the TrusteeTrustee deems to be fair and appropriate; provided, provided that if at the time of redemption the Notes to be redeemed are registered as a one or more Global NoteSecurities, the Depositary shall determine, in accordance with its procedures, the principal amount of such the Notes to be redeemed held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidNotes. (b) The following terms have the meanings given Notice of any redemption pursuant to them in this Section 3.01(b)4.1 shall be given as provided in Section 1104 of the Base Indenture, except that (i) any notice of such redemption shall not specify the related Optional Redemption Price but only the manner of calculation thereof and (ii) notice shall be given not less than 10 days prior to the Redemption Date. The Trustee shall not be responsible for the calculation of such Optional Redemption Price. The Company shall calculate such Optional Redemption Price and promptly notify the Trustee thereof.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the The Company shall have the right to redeem the Notes, in whole or in part, Notes at any time in whole or from time to time, time in part for cash at a redemption price (the "Optional “Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) unless the Notes are redeemed on or after the Par Call Date, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive not including any portion of such payments of interest accrued to as of the Redemption Date) date of redemption), discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate Rate, plus 25 thirty (30) basis points plus points; plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. (b) Notwithstanding subsection (a) above, installments of interest on the principal amount being redeemed Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Date. Any Price, on and after the Redemption Date interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (c) Notices of redemption pursuant to the preceding paragraph will this Section 3.02 shall be made upon mailed at least thirty (30) but not less than 30 nor more than 60 days' prior notice sixty (60) days before the Redemption Date to each Holder of the Notes, Notes to be redeemed at its registered address. The Company shall calculate the Optional Redemption Price. Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are only partially to be redeemed pursuant to this Section 3.01(a)at any time, the Notes will to be redeemed pro rata shall be selected by lot by DTC, in the case of Global Notes, or by lot or the Trustee by any other a method utilized the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except Except as otherwise may be specified in this Supplemental IndentureIndenture No. 4, the Company shall have the right to redeem the Notes, in whole or in part, at any time or from time to time, at a redemption price (the "“Optional Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to to, but excluding, the Redemption Date; orand (ii) the sum sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate plus 25 50 basis points points, plus accrued and unpaid interest on the principal amount being redeemed to to, but excluding, the Redemption Date. Any The Company will mail notice of such redemption pursuant to the preceding paragraph will registered holders of the Notes to be made upon redeemed not less than 30 nor more than 60 days' days prior notice before to the Redemption Date to each Holder of the Notes, at the Optional Redemption PriceDate. If the Notes are only partially redeemed pursuant to this Section 3.01(a)3.01, the Notes to be redeemed will be redeemed pro rata or by lot or by any other method utilized selected by the TrusteeTrustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such the Notes to be redeemed held by each Holder of Notes to be redeemedits participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. If money sufficient to pay the redemption price of all of the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or paying agent on or before the Redemption Date and certain other conditions are satisfied, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise The 2017 Notes may be specified in this Supplemental Indenture, the Company shall have the right to redeem the Notes, in whole or in part, redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time, time in part at a redemption price (the "Optional “2017 Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to of the Redemption Date; 2017 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments of for principal and interest on the 2017 Notes to be redeemed (exclusive not including any portion of such payments of interest accrued to as of the applicable 2017 Redemption Date) discounted to the applicable 2017 Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months at months) using a discount rate equal to the Treasury sum of the Reference Dealer Rate plus 25 10 basis points plus points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the principal amount being redeemed to the Redemption Date. Any redemption pursuant to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of 2017 Notes to be redeemed. The Optional redeemed to, but not including, the applicable 2017 Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidDate. (b) The 2022 Notes may be redeemed at any time (the date of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 Notes to be redeemed to, but not including, the applicable 2022 Redemption Date. (c) The 2042 Notes may be redeemed at any time (the date of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of the Notes of each series shall be given in the manner and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such notice. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings given to them in this Section 3.01(b)specified below.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the The Company shall have the right to redeem the Notes, in whole or in part, Notes at any time in whole or from time to time, time in part for cash at a redemption price (the "Optional “Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive not including any portion of such payments of interest accrued to as of the Redemption Date) date of redemption), discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate Rate, plus 25 ten (10) basis points plus points; plus, in each case, accrued and unpaid interest thereon to the date of redemption. (b) Notwithstanding subsection (a) above, installments of interest on the principal amount being redeemed Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date. Any , interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (c) Notices of redemption pursuant to the preceding paragraph will shall be made upon mailed at least thirty (30) but not less than 30 nor more than 60 days' prior notice sixty (60) days before the Redemption Date to each Holder of the Notes, Notes to be redeemed at its registered address. The Company shall calculate the Optional Redemption Price. Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are only partially to be redeemed pursuant to this Section 3.01(a)at any time, the Notes will to be redeemed pro rata shall be selected by lot by DTC, in the case of Global Notes, or by lot or the Trustee by any other a method utilized the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the The Company shall have the right to redeem the Notes, Notes at any time in whole or from time to time in part, at any time or from time the Company’s option for cash prior to timeAugust 31, 2030 (the “Par Call Date”) at a redemption price (the "Optional “Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; or (ii) an amount determined by the Quotation Agent equal to the sum of the present values of the remaining scheduled payments of principal principal, premium, if any, and interest thereon (exclusive not including any portion of such payments of interest accrued to the Redemption Datedate of redemption) to August 31, 2030, discounted to the Redemption Date date of redemption on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day months Actual/Actual (ICMA) at the Treasury Rate Comparable Government Bond Rate, plus 25 35 basis points points; plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. (b) At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or from time to time in part, at the Company’s option for cash at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of redemption. (c) Notwithstanding subsections (a) and (b) above, installments of interest on the principal amount being redeemed Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date. Any , interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (d) Notices of redemption pursuant to shall be mailed (or, in the preceding paragraph will case of Notes held in book-entry form, be made upon transmitted electronically) at least ten (10) but not less than 30 nor more than 60 days' prior notice sixty (60) days before the Redemption Date to each Holder of the NotesNotes to be redeemed at its registered address. (e) If less than all of the Notes are to be redeemed at any time, at the Optional Redemption PriceNotes to be redeemed will be selected by the Trustee in accordance with the standard procedures of the Depositary. If the Notes to be redeemed are not Global Notes then held by Euroclear or Clearstream, the Trustee will select the Notes to be redeemed on a pro rata basis. If the Notes are only partially redeemed pursuant to this Section 3.01(a)listed on the New York Stock Exchange (“NYSE”) or any other national securities exchange, the Trustee will select Notes will be redeemed pro rata in compliance with the requirements of the NYSE or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption principal national securities exchange on which the Notes are registered as listed. Notwithstanding the foregoing, if less than all of the Notes are to be redeemed, no Notes of such series of a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price €100,000 or less shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount redeemed in part. (f) If money sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is Notes (or portions thereof) to be paidredeemed on the Redemption Date is deposited with the Paying Agent on or before the Redemption Date and notice of redemption has been given in accordance with the terms of this Indenture, then on and after such Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the The Company shall have the right to redeem the Notes, Notes at any time in whole or from time to time in part, at any time or from time the Company’s option for cash prior to timeDecember 7, 2027 (the “Par Call Date”) at a redemption price (the "Optional “Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if such Notes matured on the Par Call Date (exclusive not including any portion of such payments of interest accrued to as of the Redemption Date) date of redemption), discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate Rate, plus 25 fifteen (15) basis points points; plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. (b) At any time on or prior to the Par Call Date, the Company may redeem the Notes, in whole or from time to time in part, at the Company’s option for cash at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of redemption. (c) Notwithstanding subsections (a) and (b) above, installments of interest on the principal amount being redeemed Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date. Any , interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (d) Notices of redemption pursuant to the preceding paragraph will shall be made upon mailed at least ten (10) but not less than 30 nor more than 60 days' prior notice sixty (60) days before the Redemption Date to each Holder of the Notes to be redeemed at its registered address. The Company shall calculate the Redemption Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (e) If less than all the Notes are to be redeemed at any time, the Notes to be redeemed shall be selected by lot by DTC, in the case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by a Global Note. (f) Notice of any redemption may, at the Optional Redemption PriceCompany’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering, a financing, or other corporate transaction. If the Notes are only partially redeemed pursuant to this Section 3.01(a)In addition, the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at notice is subject to satisfaction of one or more conditions precedent, such earlier time as notice shall state that, in the Company determines provided Company’s discretion, such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidDate. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Base Indenture, the Company shall have the right to redeem the Notes, in whole or in part, at any time in whole or from time to timetime in part, prior to December 15, 2024 at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Date; orbe redeemed and (ii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of principal and interest in respect of the Notes to be redeemed discounted to the Redemption Date (exclusive of excluding interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months months) at a rate equal to the Treasury Rate plus 25 15 basis points points, plus, in each case, accrued and unpaid interest on the Notes to be redeemed to, but excluding, the Redemption Date. Subject to Article XI of the Base Indenture, commencing on December 15, 2024, the Company shall have the right to redeem the Notes, at any time in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. The applicable redemption price in connection with a redemption of Notes under either of the first two paragraphs of this Section 4.1(a) is referred to herein as the “Optional Redemption Price” with respect to such redemption. On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption (unless the Company defaults in the payment of the Optional Redemption Price and accrued interest). On or before a Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to pay the Optional Redemption Price of and accrued interest on the principal amount being Notes to be redeemed to the Redemption Dateon that date. Any redemption pursuant to the preceding paragraph will be made upon not If less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder all of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a)be redeemed, the Notes will to be redeemed shall be selected by the Trustee pro rata or by lot or by any other a method utilized by the TrusteeTrustee deems to be fair and appropriate; provided, provided that if at the time of redemption the Notes to be redeemed are registered as a one or more Global NoteSecurities, the Depositary shall determine, in accordance with its procedures, the principal amount of such the Notes to be redeemed held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidNotes. (b) The following terms have the meanings given Notice of any redemption pursuant to them in this Section 3.01(b)4.1 shall be given as provided in Section 1104 of the Base Indenture, except that any notice of such redemption shall not specify the related Optional Redemption Price but only the manner of calculation thereof. The Trustee shall not be responsible for the calculation of such Optional Redemption Price. The Company shall calculate such Optional Redemption Price and promptly notify the Trustee thereof.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the The Company shall have the right to redeem the Notes, in whole or in part, Notes at any time in whole or from time to time, time in part for cash at a redemption price (the "Optional “Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) unless the Notes are redeemed on or after February 15, 2024, the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive not including any portion of such payments of interest accrued to as of the Redemption Date) date of redemption), discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate Rate, plus 25 twelve (12) basis points plus points; plus, in each case, accrued and unpaid interest thereon to the date of redemption. (b) Notwithstanding subsection (a) above, installments of interest on the principal amount being redeemed Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date. Any , interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (c) Notices of redemption pursuant to the preceding paragraph will shall be made upon mailed at least thirty (30) but not less than 30 nor more than 60 days' prior notice sixty (60) days before the Redemption Date to each Holder of the Notes, Notes to be redeemed at its registered address. The Company shall calculate the Optional Redemption Price. Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are only partially to be redeemed pursuant to this Section 3.01(a)at any time, the Notes will to be redeemed pro rata shall be selected by lot by DTC, in the case of Global Notes, or by lot or the Trustee by any other a method utilized the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except Except as otherwise may be specified in this Sixth Supplemental Indenture, the Company shall have the right to redeem the NotesNotes may be redeemed, in whole whole, at any time, or in part, at any time or from time to time, at the option of the Company as follows: (a) If the Notes are redeemed before August 9, 2026, the Notes being redeemed shall be redeemed at a redemption price (the "Optional Redemption Price") Price equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes then outstanding to the Redemption Datebe redeemed; orand (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive not including any portion of such payments of interest accrued to as of the Redemption Date) ), discounted to the Redemption Date on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day months ACTUAL/ACTUAL (ICMA)) at the Treasury Rate applicable Comparable Government Bond Rate, plus 25 20 basis points plus (0.20%), plus, in each case, accrued and unpaid interest on the principal amount being redeemed to to, but excluding, the Redemption Date. Any redemption pursuant to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms have If the meanings given Notes are redeemed on or after August 9, 2026, the Notes shall be redeemed at a Redemption Price equal to them 100% of the principal amount of the Notes then outstanding to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. (c) Installments of interest on the Notes being redeemed that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date shall be payable on the Interest Payment Date to the Holders as of the close of business on the relevant Regular Record Date. (d) If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee pro rata or by lot, but consistent with any applicable listing standards. In the event of redemption of Notes in this Section 3.01(b)part only, a new Note or Notes of like tenor of the unredeemed portion thereof (which shall not be less than the minimum authorized denomination for the Notes) shall be issued in the name of the Holder thereof upon cancellation thereof.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except Except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the Notes, in whole or in part, at any time or from time to time, at its option, at a redemption price (the "“Optional Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive not including any portion of such payments of interest accrued to as of the Redemption Date) ), discounted to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate Rate, plus 25 40 basis points points, plus in each case accrued interest on the principal amount being redeemed to thereon to, but excluding, the Redemption Date. Any redemption pursuant Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the preceding paragraph registered holders as of the close of business on the relevant Record Date. The Company will mail notice of such redemption to the registered holders of the Notes to be made upon redeemed not less than 30 nor more than 60 days' days prior notice before to the Redemption Date to each Holder of the Notes, at the Optional Redemption PriceDate. If the Notes are only partially redeemed pursuant to this Section 3.01(a)3.01, the Notes to be redeemed will be redeemed pro rata or by lot or by any other method utilized selected by the TrusteeTrustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such the Notes to be redeemed held by each Holder of Notes to be redeemedits participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. If money sufficient to pay the redemption price of all of the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or paying agent on or before the Redemption Date and certain other conditions are satisfied, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture3.3(c), except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the NotesDebentures, in whole or in part, at any time or from time to time, on or after __________, 2006, at a redemption price (the "Optional Redemption Price") Price equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the Redemption Date; or (ii) the sum date of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Datesuch redemption. Any redemption pursuant to the preceding paragraph will this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' prior notice before to the Redemption Date to each Holder holder of the NotesDebentures, at the Optional Redemption Price. If the Notes Debentures are only partially redeemed pursuant to this Section 3.01(a)3.3, the Notes will Debentures shall be redeemed pro rata or by lot or by any in such other method utilized by manner as the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary Trustee shall determine, deem appropriate and fair in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemeddiscretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms Subject to the provisions of Section 3.3(c), the Company shall have the meanings given right to them redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Trust Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount or that number of Common Securities that bears the same proportion to the total number of Common Securities the outstanding as the number of Trust Preferred Securities to be redeemed bears to the total number of Trust Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.01(b)3.3(b) only in exchange for and upon surrender by the amount of Common Securities, whereupon the Property Trustee of the Trust Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Trust Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Trust Preferred Securities issued by the Trust from the Nasdaq National Market System or any other automated quotation system or securities exchange on which the Trust Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject Prior to January 14, 2034 (the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture“Par Call Date”), the Company shall have the right to may redeem the NotesNotes at its option, in whole or in part, at any time or from time to time, at a redemption price price, expressed as a percentage of principal amount and rounded to three decimal places, (the "Optional “Make-Whole Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (iia) the sum of the present values of the remaining scheduled payments of principal of and interest (exclusive of interest accrued to the Redemption Date) thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate plus 25 basis points plus less (b) interest accrued interest on to the Redemption Date, and (ii) 100% of the principal amount being redeemed of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Any With respect to any redemption pursuant occurring prior to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior Par Call Date, the Company shall give the Trustee notice before the Redemption Date to each Holder of the Notes, at Make-Whole Redemption Price promptly after the Optional Redemption Price. If calculation thereof and the Notes are only partially redeemed pursuant to this Section 3.01(a)Trustee shall have no responsibility for such calculation. (b) On or after the Par Call Date, the Notes will be redeemed pro rata redeemable, in whole at any time or by lot or by any other method utilized by the Trustee; providedin part from time to time, that if at the time Company’s option at a redemption price (the “Par Redemption Price” and together with the Make-Whole Redemption Price, each an “Optional Redemption Price”) equal to 100% of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of the Notes to be redeemed. The ; plus, accrued and unpaid interest thereon to the Redemption Date. (c) Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant Record Date according to the Notes and the Indenture. (d) On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption or any portion of the Notes or portions thereof called for redemption (unless the Company defaults in the payment of the Optional Redemption Price shall be paid prior to 12:00 noonand accrued and unpaid interest). On or before the Redemption Date, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount money sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, of and (unless the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest to the Redemption Date on the date Notes to be redeemed on such date. (e) In the case of a partial redemption, selection of the Notes for redemption will be made by the Trustee by lot, provided, that the Notes represented by Global Notes will be selected in accordance with the procedures of DTC or another depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. For so long as the Notes are held by DTC, Euroclear, Clearstream (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary. (f) The Company’s actions and determinations in determining the Optional Redemption Price is to shall be paidconclusive and binding for all purposes, absent manifest error. (bg) The following terms Company will send notice of any redemption by mail or electronically delivered (or otherwise transmit in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each holder of the Notes to be redeemed. (h) The Trustee shall have no responsibility with respect to the meanings given to them in this Section 3.01(b)determination of the Optional Redemption Price.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the The Company shall have the right to redeem the Notes, Notes at any time in whole or from time to time in part, at any time or from time the Company’s option for cash prior to timeOctober 31, 2023 (the “Par Call Date”) at a redemption price (the "Optional “Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; or (ii) an amount determined by the Quotation Agent equal to the sum of the present values of the remaining scheduled payments of principal principal, premium, if any, and interest thereon (exclusive not including any portion of such payments of interest accrued to the Redemption Datedate of redemption) to October 31, 2023, discounted to the Redemption Date date of redemption on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day months Actual/Actual (ICMA) at the Treasury Rate Comparable Government Bond Rate, plus 25 basis points points; plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. (b) At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or from time to time in part, at the Company’s option for cash at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of redemption. (c) Notwithstanding subsections (a) and (b) above, installments of interest on the principal amount being redeemed Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date. Any , interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (d) Notices of redemption pursuant to shall be mailed (or, in the preceding paragraph will case of Notes held in book-entry form, be made upon transmitted electronically) at least ten (10) but not less than 30 nor more than 60 days' prior notice sixty (60) days before the Redemption Date to each Holder of the NotesNotes to be redeemed at its registered address. (e) If less than all of the Notes are to be redeemed at any time, at the Optional Redemption PriceNotes to be redeemed will be selected by the Trustee in accordance with the standard procedures of the Depositary. If the Notes to be redeemed are not Global Notes then held by Euroclear or Clearstream, the Trustee will select the Notes to be redeemed on a pro rata basis. If the Notes are only partially redeemed pursuant to this Section 3.01(a)listed on the New York Stock Exchange (“NYSE”) or any other national securities exchange, the Trustee will select Notes will be redeemed pro rata in compliance with the requirements of the NYSE or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption principal national securities exchange on which the Notes are registered as listed. Notwithstanding the foregoing, if less than all of the Notes are to be redeemed, no Notes of such series of a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price €100,000 or less shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount redeemed in part. (f) If money sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is Notes (or portions thereof) to be paidredeemed on the Redemption Date is deposited with the Paying Agent on or before the Redemption Date and notice of redemption has been given in accordance with the terms of this Indenture, then on and after such Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except Except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the Notes, in whole or in part, at any time or from time to time, at a redemption price (the "“Optional Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive not including any portion of such payments of interest accrued to as of the Redemption Date) ), discounted to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate Rate, plus 25 basis points points, plus in each case accrued interest on the principal amount being redeemed to thereon to, but excluding, the Redemption Date. Any redemption pursuant Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the preceding paragraph registered holders as of the close of business on the relevant Record Date. The Company will mail notice of such redemption to the registered holders of the Notes to be made upon redeemed not less than 30 nor more than 60 days' days prior notice before to the Redemption Date to each Holder of the Notes, at the Optional Redemption PriceDate. If the Notes are only partially redeemed pursuant to this Section 3.01(a)3.01, the Notes to be redeemed will be redeemed pro rata or by lot or by any other method utilized selected by the TrusteeTrustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such the Notes to be redeemed held by each Holder of Notes to be redeemedits participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. If money sufficient to pay the redemption price of all of the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or paying agent on or before the Redemption Date and certain other conditions are satisfied, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture3.3(c), except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the NotesDebentures, in whole or in part, at any time or from time to time, on or after ______________ 2007, at a redemption price (the "Optional Redemption Price") Price equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the Redemption Date; or (ii) the sum date of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Datesuch redemption. Any redemption pursuant to the preceding paragraph will this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' prior notice before to the Redemption Date to each Holder holder of the NotesDebentures, at the Optional Redemption Price. If the Notes Debentures are only partially redeemed pursuant to this Section 3.01(a3.3(a), the Notes will Debentures shall be redeemed pro rata or by lot or by any in such other method utilized by manner as the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary Trustee shall determine, deem appropriate and fair in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemeddiscretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms Subject to the provisions of Section 3.3(c), the Company shall have the meanings given right to them redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.01(b)3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b10.2(b) and to the provisions of this Article XI of the IndentureX generally, except as otherwise may be specified in Section 10.1 or elsewhere in this Supplemental Indenture, the Company shall have the right to redeem the NotesConvertible Debentures, in whole or in part, at any time or from time to time, at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve or after May 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Date, 2002. Any redemption pursuant to the preceding this paragraph will be made upon not less than 30 days nor more than 60 days' prior days notice before to the Redemption Date to each Holder Holders of the NotesConvertible Debentures, at a price equal to 100% of the principal amount of the Convertible Debentures (the "Optional Redemption Price") together with accrued and unpaid interest (including Additional Sums, if any) to, but excluding, the redemption date. If Convertible Debentures are redeemed on any January 15, April 15, July 15 or October 15, accrued and unpaid interest shall be payable to holders of record on the relevant record date. The Company may not redeem fewer than all of the Outstanding Convertible Debentures unless all accrued and unpaid interest has been paid on all Convertible Debentures for all quarterly interest payment periods terminating on or prior to the date of redemption. So long as the corresponding Trust Securities are outstanding, the proceeds from the redemption of the Convertible Debentures will be used to redeem the Trust Securities. If the Notes Convertible Debentures are only partially redeemed pursuant to this Section 3.01(a)10.2, the Notes Convertible Debentures will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemedrata. The Optional Redemption Price Price, together with any required interest payment, shall be paid in immediately available funds prior to 12:00 noon, New York City time, on the redemption date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price Price, together with any required interest payment, by 10:00 a.m., New York City time, on the date such Optional Redemption Price is amounts are to be paid. Partial redemptions must be in an amount not less than $25.00 principal amount of Convertible Debentures. If Convertible Debentures selected for partial redemption are converted in part before termination of the conversion right with respect to the portion of the Convertible Debentures so selected, the converted portion of the Convertible Debentures shall be deemed (so far as may be) to be the portion selected for redemption. Convertible Debentures (or portions thereof) which have been converted during a selection of Convertible Debentures to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. In any case where more than one Convertible Debenture is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Convertible Debenture. If any Convertible Debenture called for redemption is converted into Common Shares of the Company, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Convertible Debenture to receive interest as provided in the last paragraph of Section 2.9) be paid to the Company upon the Company's request or, if then held by the Company, shall be discharged from such trust. (b) If (i) a holder of Convertible Preferred Securities desires to convert any of its Convertible Preferred Securities called for redemption into Common Shares (effectively by converting such holder's share of the related Convertible Debentures into Common Shares in accordance with the terms of the Indenture and the Declaration) but such conversion would cause any direct or indirect holder of Convertible Preferred Securities which is classified as a real estate investment trust ("REIT") under Section 856 of the Code ("Preferred Holder") to: (A) own more than 5% of the total outstanding voting securities of the Company, (B) own more than 5% of the value of the total outstanding securities of the Company, (C) violate the requirements of Code Section 856(c)(4)(B), or (D) otherwise lose its status as a REIT under the Code (such Convertible Preferred Securities which upon conversion into Common Shares would result in a REIT owning Common Shares in a manner described in subclause (A), (B), (C) or (D) of this Section 10.2(b)(i) are referred to herein as the "Unconvertible Shares" and an amount of Convertible Debentures equal to the aggregate liquidation amount of the Unconvertible Shares is referred to herein as, the "Unconvertible Debentures"), and (ii) any Preferred Holder has delivered to the Company, prior to the date on which the Company would otherwise have redeemed the Convertible Preferred Securities (the "Redemption Date"), a written notice signed by each holder of Convertible Preferred Securities who desires to convert any of such holder's Convertible Preferred Securities into Common Shares in accordance with the terms of the Indenture and the Declaration which written notice sets forth both the number of Convertible Preferred Securities that each such holder desires to convert and the number of such Convertible Preferred Securities of such holder that constitute Unconvertible Shares; then the Trust shall notify the Company and the Company shall: (x) convert such Holder's Convertible Debentures (other than the Unconvertible Debentures) for Common Shares in accordance with the terms of the Indenture and the Declaration, (y) pay each Holder of Convertible Debentures so converted in subsection (x) above and each Holder of Unconvertible Debentures an amount of cash equal to the amount of any accrued but unpaid interest owing on such Holder's Convertible Debentures so converted and such Holder's Unconvertible Debentures, and (z) pay each Holder of Unconvertible Debentures an amount of cash equal to the product of (A) the Closing Price of a Common Share on the trading date immediately prior to the Redemption Date, multiplied by (B) the maximum number of Common Shares into which the Unconvertible Debentures held by such Holder could have been converted in accordance with the terms of the Indenture and the Declaration on the trading date immediately prior to the Redemption Date. For purposes of clause (i) of this Section 10.2(b), a REIT shall be considered to own directly each of the securities of the Company that are owned by such REIT directly or indirectly. The Company shall reasonably and timely cooperate in furnishing the information necessary to apply the provisions of this Section 10.2(b) to a holder of Convertible Preferred Securities who requests such information in writing. (c) If mutually agreed on or after January 1, 2001 by the Company and any holder of Convertible Preferred Securities otherwise subject to Section 10.2(b), a conversion of Convertible Debentures having a principal amount equal to the liquidation amount of the Convertible Preferred Securities held by such holder (and such holder's related Convertible Preferred Securities) into Common Shares shall occur without regard to Section 10.2(b) provided the Company receives an opinion of counsel in a form which is reasonably acceptable to the Holders that the Company, or any successor thereto, qualifies as either a REIT under Section 856(a) of the Code or as a "taxable REIT subsidiary" of EQR (or any successor thereto) under Section 856(l) of the Code. (d) If a partial redemption of the Convertible Debentures would result in the delisting of the Convertible Preferred Securities issued by the Trust from any national securities exchange or other organization on which the Convertible Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Convertible Debentures in whole. (e) Notwithstanding anything in this Indenture to the contrary: (i) If (A) the Company enters into an agreement for a business combination with another entity, whether by merger or other reorganization, and the resulting or surviving entity (the "Survivor") wants to either (i) revoke a prior election to be a taxable REIT subsidiary ("TRS") under Section 856(l) of the Code, or (ii) desires to not become a TRS or a REIT in the future, and (B) following terms such business combination, on an as converted pro forma basis (without duplication), the aggregate outstanding Convertible Preferred Securities, Convertible Debentures held in exchange for Convertible Preferred Securities, and Common Shares held by reason of converting any of the foregoing held by any Preferred Holder have an aggregate vote or value in excess of 5% of the total voting power or total value of the outstanding securities of the Survivor, then the Company shall give written notice of the foregoing (at least 45 days prior to consummating such business combination) to each Preferred Holder. If within thirty (30) days after receipt of such notice, such Preferred Holder fails to (i) notify the Company in writing of its desire to not have the meanings given Convertible Debentures redeemed, (ii) furnish to them the Company its written consent and election to revoke any prior TRS election jointly made by the Company (or any successor) and the Preferred Holder or its Affiliates, and (iii) waive in writing any future obligation of the Company (or any successor) to become a TRS or a REIT, then, immediately prior to and in connection with the consummation of the business combination described in subsection (e)(i)(A) above, the Company shall redeem all of the Unconvertible Debentures (as determined by such Preferred Holder with reference to Unconvertible Shares pursuant to Section 10.2(b)(ii) above) held by the WRP Trust or such Preferred Holder and its Affiliates (including prior to May 30, 2002) in the manner and in the amounts provided in Sections 10.2(b)(ii)(y) and (z) of the Indenture; provided, however, that if the amount of payment calculated in accordance with Section 10.2(b)(ii)(z) above with respect to the Unconvertible Debentures is less than the Optional Redemption Price with respect to the Unconvertible Debentures, in lieu of paying such amount calculated in accordance with Section 10.2(b)(ii)(z), the Company shall pay the Optional Redemption Price with respect to the Unconvertible Debentures. Upon consummation of the foregoing, any and all obligations of the Company to become or remain a TRS or a REIT or to deliver opinions to that effect shall be terminated. All other Convertible Debentures and related Convertible Preferred Securities shall remain outstanding unless the liquidation amount of such outstanding Convertible Preferred Securities is less than $10,000,000, in which event the Company shall redeem for cash all of such Convertible Debentures equal to the liquidation amount of the outstanding Convertible Preferred Securities in accordance with Section 10.2(a) above. For purposes of calculating the 5% limitation described above, the Company shall reasonably and timely cooperate in furnishing relevant information to a Preferred Holder that requests such information in writing. For purposes of this Section 3.01(b10.2(e), a Preferred Holder shall be considered to hold directly all securities it owns directly and indirectly. (ii) If the events described in subsection (e)(1)(A) above have occurred, the Company gives written notice thereof to each Preferred Holder, and the pro forma computation described in subsection (e)(1)(B) results in a Preferred Holder otherwise subject to Section 10.2(b) and its Affiliates owning 5% or less of both the total voting power (on an as converted basis) or total value of the outstanding securities of the Company, then the Convertible Debentures need not be redeemed and any and all obligations of the Company to become or remain a TRS or a REIT or to deliver opinions to that effect shall be terminated. (iii) If the Company desires to take any action that would violate the terms of Section 5.1(h), (i) or (j), then the Company can take such action provided the Company redeems all outstanding Common Securities, Convertible Debentures, Convertible Preferred Securities and any Common Shares acquired in conversion thereof, by paying to the respective holders thereof in cash an amount equal to (i) the Closing Price on the trading date immediately prior to the Redemption Date of each such Common Share acquired in the aforementioned conversion, and (ii) with respect to outstanding Convertible Debentures, Common Securities and Convertible Preferred Securities the greater of, without duplication (x) the Optional Redemption Price for all outstanding Convertible Debentures (together with any required interest payment under Section 10.2(a) above) plus the Redemption Price (as defined in the Declaration) for the Common Securities and Convertible Preferred Securities and (y) the Closing Price of the Common Shares into which such Convertible Debentures, Common Securities and Convertible Preferred Securities, without duplication, are convertible on the trading date immediately prior to the Redemption Date.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of this Article XI of the Indenture, except as otherwise may be specified in this Supplemental IndentureXIV, the Company shall have the right to redeem the NotesSecurities, in whole or in part, at any time or from time to time, at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Date. Any redemption pursuant to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder of the Notesor after ________ __, 2007, at the Optional Redemption Price. If the Notes Securities are only partially redeemed pursuant to this Section 3.01(a)14.02, the Notes will Securities to be redeemed shall be selected on a pro rata or basis, by lot or by any such other method utilized by that the Trustee; providedTrustee shall deem appropriate not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, PROVIDED, HOWEVER, that if at any such method of selection may be made on the time basis of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the aggregate principal amount of such Notes Securities held by each Holder Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of Notes to $25 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided determines, PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of the Coastal Capital Trust I by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after __________ __, 2007, at the Redemption Price, and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. (d) The following terms have Company shall not effect a partial redemption of the meanings given to them Securities if such partial redemption would result in this Section 3.01(b)a delisting of the Preferred Securities from the NASDAQ National Market or such other exchange or organization as the Preferred Securities are then listed.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture3.3(c), except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the NotesDebentures, in whole or in part, at any time or from time to time, on or after [_______________], at a redemption price (the "Optional Redemption Price") Price equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the Redemption Date; or (ii) the sum date of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Datesuch redemption. Any redemption pursuant to the preceding paragraph will this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' prior notice before to the Redemption Date to each Holder holder of the NotesDebentures, at the Optional Redemption Price. If the Notes Debentures are only partially redeemed pursuant to this Section 3.01(a3.3(a), the Notes will Debentures shall be redeemed pro rata or by lot or by any in such other method utilized by manner as the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary Trustee shall determine, deem appropriate and fair in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemeddiscretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms Subject to the provisions of Section 3.3(c), the Company shall have the meanings given right to them redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.01(b)3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture3.3(c), except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the NotesDebentures, in whole or in part, at any time or from time to time, on or after ________, 2007, at a redemption price (the "Optional Redemption Price") Price equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the Redemption Date; or (ii) the sum date of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Datesuch redemption. Any redemption pursuant to the preceding paragraph will this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' prior notice before to the Redemption Date to each Holder holder of the NotesDebentures, at the Optional Redemption Price. If the Notes Debentures are only partially redeemed pursuant to this Section 3.01(a3.3(a), the Notes will Debentures shall be redeemed pro rata or by lot or by any in such other method utilized by manner as the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary Trustee shall determine, deem appropriate and fair in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemeddiscretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms Subject to the provisions of Section 3.3(c), the Company shall have the meanings given right to them redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.01(b)3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject At any time prior to the provisions of Section 3.01(b) and to the provisions of Article XI of the IndentureDecember 11, except as otherwise may be specified in this Supplemental Indenture2022, the Company shall have the right at its option to redeem the Notes, in as a whole or in part, at any time or from time to time, at a redemption price (the "Optional “Make-Whole Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of principal and interest on the Notes to be redeemed (exclusive not including any portion of such payments of interest accrued to as of the Redemption Datedate of redemption) discounted to the Redemption Date date of redemption on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day months ACTUAL/ACTUAL (ICMA)) at the Treasury applicable Comparable Government Bond Rate plus 25 40 basis points plus points; together with, in each case, accrued and unpaid interest on the principal amount being of the Notes to be redeemed to, but not including, the Redemption Date. With respect to any redemption occurring prior to December 11, 2022, the Company shall give the Trustee notice of the Make-Whole Redemption Price promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation. (b) At any time on or after December 11, 2022, the Company shall have the right at its option to redeem the Notes, as a whole or in part, at a redemption price (the “Par Redemption Price” and together with the Make-Whole Redemption Price, each an “Optional Redemption Price”) equal to 100% of the principal amount of the Notes to be redeemed; plus, accrued and unpaid interest, if any, on the principal amount of the Notes to be redeemed to, but excluding, the Redemption Date. (c) Unless the Company defaults in payment of the Optional Redemption Price, on and after the Redemption Date, interest will cease to accrue on the applicable Notes or portions thereof called for redemption. On or before the Redemption Date, the Company will deposit with the Paying Agent or set aside, segregate and hold in trust (if the Company is acting as Paying Agent), funds sufficient to pay the Optional Redemption Price of, and accrued and unpaid interest on, such Notes to be redeemed on that Redemption Date. If fewer than all of the Notes are to be redeemed, the Trustee will select, not more than 60 days prior to the Redemption Date, the particular Notes or portions thereof to be redeemed from the outstanding Notes not previously called for redemption in accordance with the procedures of Euroclear and Clearstream; provided that if the Notes are represented by one or more Global Notes, beneficial interests in the Notes will be selected for redemption by Euroclear and Clearstream in accordance with their respective standard procedures therefor; provided, however, that no Notes of a principal amount of €100,000 or less shall be redeemed in part. (d) The Company may redeem the Notes prior to the Maturity Date in whole, but not in part, at a redemption price equal to 100% of their principal amount plus any accrued interest and additional amounts to, but not including, the date fixed for redemption if the Company determines that, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in, or amendment to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced and becomes effective on or after the date of issuance of the Notes, the Company has or will become obligated to pay additional amounts with respect to the Notes as set forth in Article 5 hereof. Any redemption If the Company exercises its option to redeem the Notes pursuant to this clause (d), the preceding paragraph Company will deliver to the Trustee a certificate signed by an authorized officer stating that the Company is entitled to redeem the Notes and an opinion of independent tax counsel to the effect that the circumstances described above exist. (e) The Company will mail (or otherwise transmit in accordance with the applicable procedures of Euroclear or Clearstream) notice of such redemption to the registered address of each Holder of the Notes to be made upon redeemed not less than 30 nor more than 60 days' days prior notice before to the Redemption Date to each Holder of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidDate. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except Except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the NotesDebentures, in whole or in part, at any time or from time to time, on or after _________, 2009, at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Date. Any redemption pursuant to the preceding paragraph will this Section 3.3(a) shall be made upon not less than 30 35 days' nor more than 60 days' prior notice before to the Redemption Date to each Holder holder of the NotesDebentures, at the Optional Redemption Price. If the Notes Debentures are only partially redeemed pursuant to this Section 3.01(a3.3(a), the Notes will Debentures shall be redeemed pro rata or by lot or by any in such other method utilized by manner as the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary Trustee shall determine, deem appropriate and fair in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemeddiscretion. The Optional Redemption Price redemption shall be paid effected prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay effectuate the Optional Redemption Price redemption by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms Company shall have the meanings given right to them redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.01(b)3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except Except as otherwise may be specified in this Fourth Supplemental Indenture, the Company shall have the right to redeem the NotesNotes may be redeemed, in whole whole, at any time, or in part, at any time or from time to time, at the option of the Company as follows: (a) If the Notes are redeemed before the date that is three months prior to the Notes Maturity Date, the Notes being redeemed shall be redeemed at a redemption price (the "Optional Redemption Price") Price equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes then outstanding to the Redemption Datebe redeemed; orand (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive not including any portion of such payments of interest accrued to as of the Redemption Date) ), discounted to the Redemption Date on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day months ACTUAL/ACTUAL (ICMA)) at the Treasury Rate applicable Comparable Government Bond Rate, plus 25 12 basis points (0.12%), plus, in each case, accrued interest on the principal amount being redeemed to, but excluding, the Redemption Date. (b) If the Notes are redeemed on or after the date that is three months prior to the Notes Maturity Date, the Notes shall be redeemed at a Redemption Price equal to 100% of the principal amount of the Notes then outstanding to be redeemed, plus accrued interest on the principal amount being redeemed to to, but excluding, the Redemption Date. Any redemption pursuant . (c) Installments of interest on the Notes being redeemed that are due and payable on Interest Payment Dates falling or or prior to a Redemption Date shall be payable on the Interest Payment Date to the preceding paragraph will be made upon not Holders as of the close of business on the relevant Regular Record Date. (d) If less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder all of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a)be redeemed, the Notes will to be redeemed shall be selected by the Trustee pro rata or by lot or by lot, but consistent with any other method utilized by applicable listing standards. In the Trustee; provided, that if at the time event of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to in part only, a new Note or Notes of like tenor of the unredeemed portion thereof (which shall not be redeemed. The Optional Redemption Price less than the minimum authorized denomination for the Notes) shall be paid prior to 12:00 noon, New York time, on issued in the date name of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidHolder thereof upon cancellation thereof. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture3.3(c), except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the NotesDebentures, in whole or in part, at any time or from time to time, on or after April 30, 2007, at a redemption price (the "Optional Redemption Price") Price equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the Redemption Date; or (ii) the sum date of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Datesuch redemption. Any redemption pursuant to the preceding paragraph will this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' prior notice before to the Redemption Date to each Holder holder of the NotesDebentures, at the Optional Redemption Price. If the Notes Debentures are only partially redeemed pursuant to this Section 3.01(a3.3(a), the Notes will Debentures shall be redeemed pro rata or by lot or by any in such other method utilized by manner as the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary Trustee shall determine, deem appropriate and fair in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemeddiscretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms Subject to the provisions of Section 3.3(c), the Company shall have the meanings given right to them redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.01(b)3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture3.3(c), except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the NotesDebentures, in whole or in part, at any time or and from time to time, at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100on or after [___________], at a Redemption Price equal to [___]% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the Redemption Datedate of such redemption; or (ii) the sum on or after [___________] but before [____________], at a Redemption Price equal to [___]% of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption; and (iii) on or after [_____________] but before [__________], at a Redemption DatePrice equal to [__]% of the principal to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. The Company may elect to redeem the Debentures pursuant to (ii) and (iii) above only if the stock price for the Company's common stock has been at least [___]% of the Conversion Price for a period of twenty consecutive business days ending within five days of the date of notice of redemption. Any redemption pursuant to the preceding paragraph will this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' prior notice before to the Redemption Date to each Holder holder of the NotesDebentures, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms Subject to the provisions of Section 3.3(c), the Company shall have the meanings given right to them redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.01(b)3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding.

Optional Redemption by Company. (a) Subject to At the provisions of Section 3.01(b) and to Company’s option, the provisions of Article XI of the Indenture, except as otherwise Floating Rate Notes may be specified in this Supplemental Indentureredeemed (the date of any such redemption, the Company shall have the right to redeem the Notesa “2017 Redemption Date”), in whole or in part, at any time or and from time to time, on or after August 15, 2016 at a redemption price equal to 100% of the principal amount of the Floating Rate Notes being redeemed on the relevant 2017 Redemption Date; plus accrued and unpaid interest on the Floating Rate Notes being redeemed to, but excluding, such 2017 Redemption Date. (b) At the Company’s option, the 2019 Notes may be redeemed (the "Optional date of any such redemption, a “2019 Redemption Date”), (x) in whole or in part, at any time and from time to time prior to July 15, 2019 at a redemption price to be calculated on the basis of a 360-day year consisting of twelve 30-day months (the “2019 Redemption Price"”) equal to the greater ofof the following amounts: (i) 100% of the principal amount plus accrued and unpaid interest to of the 2019 Notes being redeemed on the relevant 2019 Redemption Date; or, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2019 Notes being redeemed on the applicable 2019 Redemption Date (exclusive not including the amount, if any, of accrued and unpaid interest accrued to the to, but excluding, such 2019 Redemption Date) discounted to the such 2019 Redemption Date on a semi-annual basis at the Treasury Rate, as determined by the Independent Investment Banker, plus 15 basis points; and (assuming y) in whole only, at any time on or after July 15, 2019 at a redemption price equal to 100% of the principal amount of the 2019 Notes being redeemed on the relevant 2019 Redemption Date; plus, in each of the cases of (x)(i) and (ii) and (y) above, accrued and unpaid interest on the 2019 Notes being redeemed to, but excluding, such 2019 Redemption Date. (c) At the Company’s option, the 2044 Notes may be redeemed (the date of any such redemption, a “2044 Redemption Date”; any 2017 Redemption Date, 2019 Redemption Date or 2044 Redemption Date is herein referred to as a “Redemption Date”), (x) in whole or in part, at any time and from time to time prior to February 15, 2044 at a redemption price to be calculated on the basis of a 360-day year consisting of twelve 30-day months (the “2044 Redemption Price”; any 2019 Redemption Price or 2044 Redemption Price is herein referred to as a “Redemption Price”) equal to the greater of the following amounts: (i) 100% of the principal amount of the 2044 Notes being redeemed on the relevant 2044 Redemption Date, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2044 Notes being redeemed on the applicable 2044 Redemption Date (not including the amount, if any, of accrued and unpaid interest to, but excluding, such 2044 Redemption Date) discounted to such 2044 Redemption Date on a semi-annual basis at the Treasury Rate Rate, as determined by the Independent Investment Banker, plus 25 basis points plus points; and (y) in whole only, at any time on or after February 15, 2044 at a redemption price equal to 100% of the principal amount of the 2044 Notes being redeemed on the relevant 2044 Redemption Date; plus, in each of the cases of (x)(i) and (ii) and (y) above, accrued and unpaid interest on the principal amount 2044 Notes being redeemed to the to, but excluding, such 2044 Redemption Date. Any . (d) Notice of any redemption pursuant to of the preceding paragraph will Notes of any series shall be made upon not less than 30 nor more than 60 days' prior notice before given in the Redemption Date manner and otherwise in accordance with the provisions of Section 404 of the Indenture to each Holder of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes Securities to be redeemed. The Optional , at his address appearing in the Security Register, and that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be paid prior to 12:00 noon, New York time, calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption of the Notes called for redemption have been made available on the date of Redemption Date referred to in that notice, such redemption or at Notes will cease to bear interest on such earlier time as Redemption Date (unless the Company determines provided that defaults in the Company shall deposit with payment of the Trustee an amount sufficient to pay the Optional applicable Redemption Price by 10:00 a.m., New York time, on the date and accrued and unpaid interest). Any interest accrued to such Optional Redemption Price is to Date will be paidpaid as specified in such notice. (be) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings given to them in this Section 3.01(b)specified below.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of this Article XI of the Indenture, except as otherwise may be specified in this Supplemental IndentureXIV, the Company shall have the right to redeem the NotesSecurities, in whole or in part, at any time or from time to time, at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Date. Any redemption pursuant to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder of the Notesor after _________ __, 20__, at the Optional Redemption Price. If the Notes Securities are only partially redeemed pursuant to this Section 3.01(a)14.02, the Notes will Securities to be redeemed shall be selected on a pro rata or basis, by lot or by any such other method utilized by that the Trustee; Trustee shall deem appropriate not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that if at any such method of selection may be made on the time basis of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the aggregate principal amount of such Notes Securities held by each Holder Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of Notes to $_________or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon___:00 __.m., New York time, on the date of such redemption or at such earlier time as the Company determines determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m.___:00 __.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of the R&G Capital Trust by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after _________ __, 20__, at the Redemption Price, and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. (d) The following terms have Company shall not effect a partial redemption of the meanings given to them Securities if such partial redemption would result in this Section 3.01(b)a delisting of the Preferred Securities from the NASDAQ National Market or such other exchange or organization as the Preferred Securities are then listed.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the The Company shall have the right to redeem the Notes, in whole or in part, Notes at any time in whole or from time to time, time in part for cash at a redemption price (the "Optional “Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) unless the Notes are redeemed on or after October 1, 2042, the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive not including any portion of such payments of interest accrued to as of the Redemption Date) date of redemption), discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate Rate, plus 25 fifteen (15) basis points plus points; plus, in each case, accrued and unpaid interest thereon to the date of redemption. (b) Notwithstanding subsection (a) above, installments of interest on the principal amount being redeemed Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date. Any , interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (c) Notices of redemption pursuant to the preceding paragraph will shall be made upon mailed at least thirty (30) but not less than 30 nor more than 60 days' prior notice sixty (60) days before the Redemption Date to each Holder of the Notes, Notes to be redeemed at its registered address. The Company shall calculate the Optional Redemption Price. Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are only partially to be redeemed pursuant to this Section 3.01(a)at any time, the Notes will to be redeemed pro rata shall be selected by lot by DTC, in the case of Global Notes, or by lot or the Trustee by any other a method utilized the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except Except as otherwise may be specified in this Seventh Supplemental Indenture, the Company shall have the right to redeem the NotesNotes may be redeemed, in whole whole, at any time, or in part, at any time or from time to time, at the option of the Company as follows: (a) If the Notes are redeemed before the Par Call Date, the Notes being redeemed shall be redeemed at a redemption price (the "Optional Redemption Price") Price equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes then outstanding to the Redemption Datebe redeemed; orand (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive not including any portion of such payments of interest accrued to as of the Redemption Date and, for purposes of the calculation, assuming that the Notes would be redeemed on the Par Call Date) ), discounted to the Redemption Date on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day months ACTUAL/ACTUAL (ICMA)) at the Treasury Rate applicable Comparable Government Bond Rate, plus 25 20 basis points plus (0.20%), plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. (b) If the Notes are redeemed on or after the Par Call Date, the Notes shall be redeemed at a Redemption Price equal to 100% of the principal amount of the Notes then outstanding to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. (c) Installments of interest on the Notes being redeemed that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date shall be payable on the Interest Payment Date to the Holders as of the close of business on the relevant Regular Record Date. (d) If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee pro rata or by lot, but consistent with any applicable listing standards. In the event of redemption of Notes in part only, a new Note or Notes of like tenor of the unredeemed portion thereof (which shall not be less than the minimum authorized denomination for the Notes) shall be issued in the name of the Holder thereof upon cancellation thereof. The Trustee shall have no duty or obligation to calculate any Redemption Price or any component thereof and the Trustee shall be entitled to receive and conclusively rely upon an Officers’ Certificate delivered by the Company that specifies any Redemption Price. (e) Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 10 nor more than 60 days prior to the Redemption Date. Any redemption pursuant , to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York timeat his, on her, or its address appearing in the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidSecurity Register. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the The Company shall have the right to redeem the Notes, Notes at any time in whole or in part, at any time or part from time to time. (i) If the Notes are redeemed on or prior to December 15, at a 2028, the redemption price (the "Optional Redemption Price") for the Notes to be redeemed will equal to the greater of: (i1) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to as of the Redemption Date) ), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate Rate, plus 25 30 basis points (0.30%); plus, in each case, accrued and unpaid interest thereon to but excluding the Redemption Date. (ii) If the Notes are redeemed on or after December 15, 2028, the Redemption Price for the Notes to be redeemed will equal 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to but excluding the Redemption Date. (b) Notwithstanding subsection (a) above, installments of interest on the principal amount being redeemed Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date. Any , interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (c) Notices of redemption pursuant to the preceding paragraph will shall be made upon mailed at least thirty (30) but not less than 30 nor more than 60 days' prior notice sixty (60) days before the Redemption Date to each Holder of the Notes, Notes to be redeemed at its registered address. The Company shall calculate the Optional Redemption Price. Price and shall deliver an Officers' Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are only partially to be redeemed pursuant to this Section 3.01(a)at any time, the Notes will to be redeemed pro rata shall be selected by lot by DTC, in the case of Global Notes, or by lot or the Trustee by any other a method utilized the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (be) The following terms have Company shall not be required to (i) issue, register the meanings given transfer of or exchange any Notes during the period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption and ending at the close of business on the day of such mailing or (ii) to them register the transfer or exchange of any Notes so selected for redemption in this Section 3.01(b)whole or in part, except the unredeemed portion of any such Notes being redeemed in part. (f) In addition to the Company's right to redeem the Notes as set forth above, the Company may at any time and from time to time purchase Notes in open market transactions, tender offers or otherwise.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise The 2021 Notes may be specified in this Supplemental Indenture, the Company shall have the right to redeem the Notesredeemed, in whole or in part, at any time or from (the date of such redemption, a “2021 Redemption Date”) at the Company’s option. If the 2021 Notes are redeemed at any time prior to timethe maturity date of the 2021 Notes, such notes will be redeemed at a redemption price (the "Optional Redemption Price") equal to the greater of: (i1) 100% of the principal amount plus accrued and unpaid interest of the 2021 Notes to the Redemption Date; orbe redeemed, and (ii2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2021 Notes to be redeemed (exclusive of interest accrued to the Redemption Dateredemption date) discounted to the Redemption Date redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate plus 25 15 basis points plus points, plus, in each of the cases (1) and (2) above, accrued and unpaid interest on the principal amount 2021 Notes being redeemed to to, but not including, the applicable 2021 Redemption Date. Any redemption pursuant to this Section 7.01(a) is subject to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or before the applicable 2021 Redemption Date to each Holder of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidDate. (b) The following terms 2023 Notes may be redeemed, in whole or in part, at any time (the date of such redemption, a “2023 Redemption Date”) at the Company’s option. If the 2023 Notes are redeemed at any time prior to the Par Call Date, the 2023 Notes will be redeemed at a redemption price equal to the greater of: (1) 100% of the principal amount of the 2023 Notes to be redeemed, and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2023 Notes to be redeemed that would have been made if the meanings given 2023 Notes matured on the Par Call Date (exclusive of interest accrued to them the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus, in each of the cases (1) and (2) above, accrued and unpaid interest on the 2023 Notes to be redeemed to, but not including, the applicable 2023 Redemption Date. If the 2023 Notes are redeemed at any time on or after the Par Call Date, the 2023 Notes will be redeemed at a redemption price equal to 100% of the principal amount of the 2023 Notes to be redeemed, plus accrued and unpaid interest on the 2023 Notes being redeemed to, but not including, the applicable 2023 Redemption Date. Any redemption pursuant to this Section 3.01(b)7.01(b) is subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or before the applicable 2023 Redemption Date.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise The 2028 Notes may be specified in this Supplemental Indenture, the Company shall have the right to redeem the Notesredeemed, in whole or in part, at any time or from (the date of such redemption, a “2028 Redemption Date”) at the Company’s option. If the 2028 Notes are redeemed at any time prior to timethe Par Call Date, the 2028 Notes will be redeemed at a redemption price (the "Optional Redemption Price"expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (iia) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to on the Redemption Date) 2028 Notes being redeemed discounted to the Redemption Date redemption date (assuming the 2028 Notes being redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate Rate, plus 25 20 basis points plus points, less (b) interest accrued to, but not including, the date of redemption; and (2) 100% of the principal amount of the 2028 Notes being redeemed; plus, in either case, accrued and unpaid interest on the principal amount of the 2028 Notes being redeemed to, but not including, the applicable 2028 Redemption Date. If the 2028 Notes are redeemed at any time on or after the Par Call Date, the 2028 Notes will be redeemed at a redemption price equal to 100% of the principal amount of the 2028 Notes being redeemed, plus accrued and unpaid interest on the 2028 Notes being redeemed to, but not including, the applicable 2028 Redemption Date. Any redemption pursuant to this Section 6.01(a) is subject to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or before the applicable 2028 Redemption Date to each Holder of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidDate. (b) The following terms have 2030 Notes may be redeemed, in whole or in part, at any time (the meanings given date of such redemption, a “2030 Redemption Date”) at the Company’s option. If the 2030 Notes are redeemed at any time prior to them the Par Call Date, the 2030 Notes will be redeemed at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal and interest on the 2030 Notes being redeemed discounted to the redemption date (assuming the 2030 Notes being redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 20 basis points, less (b) interest accrued to, but not including, the date of redemption; and (2) 100% of the principal amount of the 2030 Notes being redeemed; plus, in either case, accrued and unpaid interest on the principal amount of the 2030 Notes being redeemed to, but not including, the applicable 2030 Redemption Date. If the 2030 Notes are redeemed at any time on or after the Par Call Date, the 2030 Notes will be redeemed at a redemption price equal to 100% of the principal amount of the 2030 Notes being redeemed, plus accrued and unpaid interest on the 2030 Notes being redeemed to, but not including, the applicable 2030 Redemption Date. Any redemption pursuant to this Section 3.01(b)6.01(b) is subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or before the applicable 2030 Redemption Date.

Optional Redemption by Company. (a) Subject At any time prior to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indentureapplicable Par Call Date, the Company shall have the right at its option to redeem the Notes, in as a whole or in part, at any time or from time to time, at a redemption price (the "Optional “Make-Whole Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) the sum sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption date of redemption) from the redemption date to the applicable Par Call Date) , in each case discounted to the Redemption Date redemption date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate plus 25 basis points plus for the 2026 Notes and 35 basis points for the 2046 Notes; together with, in each case, accrued and unpaid interest on the principal amount being of the Notes to be redeemed to, but not including, the Redemption Date. With respect to any redemption occurring prior to the applicable Par Call Date, the Company shall give the Trustee notice of the Make-Whole Redemption Price promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation. (b) At any time on or after the applicable Par Call Date, the Company shall have the right at its option to redeem the Notes, as a whole or in part, at a redemption price (the “Par Redemption Price” and together with the Make-Whole Redemption Price, each an “Optional Redemption Price”) equal to 100% of the principal amount of the Notes to be redeemed; plus, accrued and unpaid interest, if any, on the principal amount of the Notes to be redeemed to, but excluding, the Redemption Date. (c) Unless the Company defaults in payment of the Optional Redemption Price, on and after the Redemption Date, interest will cease to accrue on the applicable Notes or portions thereof called for redemption. On or before the Redemption Date, the Company shall deposit with the Paying Agent or set aside, segregate and hold in trust (if the Company is acting as Paying Agent), funds sufficient to pay the Optional Redemption Price of, and accrued and unpaid interest on, such Notes to be redeemed on that Redemption Date. If fewer than all of the Notes are to be redeemed, the Trustee will select, not more than 60 days prior to the Redemption Date. Any , the particular Notes or portions thereof to be redeemed from the outstanding Notes not previously called for redemption in accordance with the procedures of DTC; provided that if the Notes are represented by one or more Global Notes, beneficial interests in the Notes will be selected for redemption by DTC in accordance with its standard procedures therefor; provided, however, that no Notes of a principal amount of $2,000 or less shall be redeemed in part. (d) The Company shall mail (or otherwise transmit in accordance with the applicable procedures of DTC) notice of a redemption pursuant to this Section 3.02 to the preceding paragraph will registered address of each Holder of the Notes to be made upon redeemed not less than 30 nor more than 60 days' days prior notice before to the Redemption Date to each Holder of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidDate. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the The Company shall have the right to redeem the Notes, in whole or in part, Notes at any time in whole or from time to time, time in part for cash at a redemption price (the "Optional “Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive not including any portion of such payments of interest accrued to as of the Redemption Date) date of redemption), discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate Rate, plus 25 fifteen (15) basis points plus points; plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. (b) Notwithstanding subsection (a) above, installments of interest on the principal amount being redeemed Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date. Any , interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (c) Notices of redemption pursuant to the preceding paragraph will shall be made upon mailed at least thirty (30) but not less than 30 nor more than 60 days' prior notice sixty (60) days before the Redemption Date to each Holder of the Notes, Notes to be redeemed at its registered address. The Company shall calculate the Optional Redemption Price. Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are only partially to be redeemed pursuant to this Section 3.01(a)at any time, the Notes will to be redeemed pro rata shall be selected by lot by DTC, in the case of Global Notes, or by lot or the Trustee by any other a method utilized the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except Except as otherwise may be specified in this Supplemental IndentureIndenture No. 1, the Company shall have the right to redeem the Notes, in whole or in part, at any time or from time to time, at a redemption price (the "“Optional Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to to, but excluding, the Redemption Date; orand (ii) the sum sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate plus 25 35 basis points points, plus accrued and unpaid interest on the principal amount being redeemed to to, but excluding, the Redemption Date. Any The Company will mail notice of such redemption pursuant to the preceding paragraph will registered holders of the Notes to be made upon redeemed not less than 30 nor more than 60 days' days prior notice before to the Redemption Date to each Holder of the Notes, at the Optional Redemption PriceDate. If the Notes are only partially redeemed pursuant to this Section 3.01(a)3.01, the Notes to be redeemed will be redeemed pro rata or by lot or by any other method utilized selected by the TrusteeTrustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such the Notes to be redeemed held by each Holder of Notes to be redeemedits participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. If money sufficient to pay the redemption price of all of the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or paying agent on or before the Redemption Date and certain other conditions are satisfied, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the The Company shall have the right to redeem the Notes, in whole or in part, Notes at any time in whole or from time to time, time in part for cash at a redemption price (the "Optional “Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive not including any portion of such payments of interest accrued to as of the Redemption Date) date of redemption), discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate Rate, plus 25 ten (10) basis points plus points; plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. (b) Notwithstanding subsection (a) above, installments of interest on the principal amount being redeemed Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date. Any , interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (c) Notices of redemption pursuant to the preceding paragraph will shall be made upon mailed at least thirty (30) but not less than 30 nor more than 60 days' prior notice sixty (60) days before the Redemption Date to each Holder of the Notes, Notes to be redeemed at its registered address. The Company shall calculate the Optional Redemption Price. Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are only partially to be redeemed pursuant to this Section 3.01(a)at any time, the Notes will to be redeemed pro rata shall be selected by lot by DTC, in the case of Global Notes, or by lot or the Trustee by any other a method utilized the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise The 2020 Notes may be specified in this Supplemental Indenture, the Company shall have the right to redeem the Notesredeemed, in whole or in part, at any time or from (the date of such redemption, a “2020 Redemption Date”) at the Company’s option. If the 2020 Notes are redeemed at any time prior to timethe maturity date of the 2020 Notes, such notes will be redeemed at a redemption price (the "Optional Redemption Price") equal to the greater of: (i1) 100% of the principal amount plus accrued and unpaid interest of the 2020 Notes to the Redemption Date; orbe redeemed, and (ii2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2020 Notes to be redeemed (exclusive of interest accrued to the Redemption Dateredemption date) discounted to the Redemption Date redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate plus 20 basis points, plus, in each of the cases (1) and (2) above, accrued and unpaid interest on the 2020 Notes being redeemed to, but not including, the applicable 2020 Redemption Date. Any redemption pursuant to this Section 6.01(a) is subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or before the applicable 2020 Redemption Date. (b) The 2022 Notes may be redeemed, in whole or in part, at any time (the date of such redemption, a “2022 Redemption Date”) at the Company’s option. If the 2022 Notes are redeemed at any time prior to the Par Call Date, the 2022 Notes will be redeemed at a redemption price equal to the greater of: (1) 100% of the principal amount of the 2022 Notes to be redeemed, and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2022 Notes to be redeemed that would have been made if the 2022 Notes matured on the Par Call Date (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points plus points, plus, in each of the cases (1) and (2) above, accrued and unpaid interest on the 2022 Notes to be redeemed to, but not including, the applicable 2022 Redemption Date. If the 2022 Notes are redeemed at any time on or after the Par Call Date, the 2022 Notes will be redeemed at a redemption price equal to 100% of the principal amount of the 2022 Notes to be redeemed, plus accrued and unpaid interest on the 2022 Notes being redeemed to to, but not including, the applicable 2022 Redemption Date. Any redemption pursuant to this Section 6.01(b) is subject to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or before the applicable 2022 Redemption Date to each Holder of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidDate. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject At any time or from time to the provisions of Section 3.01(b) and time prior to the provisions of Article XI of the IndentureJanuary 18, except as otherwise may be specified in this Supplemental Indenture2023, the Company shall have the right at its option to redeem the Notes, in whole or in part, at any time or from time to time, at a redemption price (the "Optional “Make-Whole Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) the sum of the present values of the each remaining scheduled payments payment of principal of and interest on the Notes to be redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the applicable Treasury Rate plus 25 45 basis points points, plus accrued and unpaid interest on the principal amount being of the Notes to be redeemed to the Redemption Date. Any With respect to any redemption pursuant occurring prior to January 18, 2023, the Company shall give the Trustee notice of the Make-Whole Redemption Price promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation. (b) At any time or from time to time on or after January 18, 2023, the Company shall have the right at its option to redeem the Notes, in whole or in part, at a redemption price (the “Par Redemption Price” and together with the Make-Whole Redemption Price, each an “Optional Redemption Price”) equal to 100% of the principal amount of the Notes to be redeemed; plus, accrued and unpaid interest on the principal amount of the Notes to be redeemed to the preceding paragraph Redemption Date. (c) On and after a Redemption Date, interest will be made upon not less than 30 nor more than 60 days' prior notice cease to accrue on the Notes called for redemption or any portion of the Notes called for redemption (unless the Company defaults in the payment of the Optional Redemption Price and accrued and unpaid interest). On or before the Redemption Date Date, the Company shall deposit with the Trustee money sufficient to each Holder of the Notes, at pay the Optional Redemption PricePrice of and (unless the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest to the Redemption Date on the Notes to be redeemed on such date. If less than all of the Notes are only partially redeemed pursuant to this Section 3.01(a)be redeemed, the Notes to be redeemed will be redeemed pro rata or by lot or by any other method utilized selected by the TrusteeTrustee by such method as the Trustee will deem fair and appropriate; provided, however, that no Notes of a principal amount of $2,000 or less shall be redeemed in part, provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such the Notes to be redeemed held by each Holder of its participants that holds a position in such Notes. (d) The Company will mail notice of such redemption to the registered holders of the Notes to be redeemed. The Optional Redemption Price shall be paid redeemed not less than 30 nor more than 60 days prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidDate. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the NotesNotes due 2009 or the Notes due 2014, in whole or in part, at any time or from time to time, at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption DateDate of the series to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption DateDate of the series to be redeemed) discounted to the Redemption Date of the series to be redeemed on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at (A) the Treasury Rate plus 25 15 basis points for the Notes due 2009 or (B) the Treasury Rate plus 20 basis points for the Notes due 2014, plus, in each case, accrued interest on the principal amount being redeemed to the Redemption DateDate of the series to be redeemed. Any redemption pursuant to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date of the series to be redeemed to each Holder of the NotesNotes of the series to be redeemed, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes of the series to be redeemed will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes of the series to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such the Notes of the series to be redeemed held by each Holder of such Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture3.3(c), except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the NotesDebentures, in whole or in part, at any time or from time to time, on or after March 31, 2008, at a redemption price (the "Optional Redemption Price") Price equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the Redemption Date; or (ii) the sum date of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Datesuch redemption. Any redemption pursuant to the preceding paragraph will this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' prior notice before to the Redemption Date to each Holder holder of the NotesDebentures, at the Optional Redemption Price. If the Notes Debentures are only partially redeemed pursuant to this Section 3.01(a3.3(a), the Notes will Debentures shall be redeemed pro rata or by lot or by any in such other method utilized by manner as the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary Trustee shall determine, deem appropriate and fair in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemeddiscretion. The Optional Redemption Price shall be paid prior to 12:00 p.m. (noon), New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms Subject to the provisions of Section 3.3(c), the Company shall have the meanings given right to them redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.01(b)3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from the Nasdaq National Market or any other national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b3.2(b) and to the provisions of Article XI Eleven of the Indenture, except as otherwise may be specified in Section 3.1 or elsewhere in this First Supplemental Indenture, the Company shall have the right to redeem the NotesConvertible Debentures, in whole or in part, at any time or from time to time, at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Dateor after September 17, 2000. Any redemption pursuant to the preceding this paragraph will be made upon not less than 30 days nor more than 60 days' prior days notice before to the Redemption Date to each Holder of the NotesConvertible Debentures, at the Optional following prices (expressed as percentages of the principal amount of the Convertible Debentures) (the "OPTIONAL REDEMPTION PRICE") together with accrued and unpaid interest, including Compounded and Additional Interest to, but excluding, the Redemption PriceDate, if redeemed during the 12-month period beginning September 15: Year Redemption Price ---- ---------------- 2000 103.00% 2001 102.50 2002 102.00 2003 101.50 2004 101.00 2005 100.50 and 100% if redeemed on or after September 15, 2006. If Convertible Debentures are redeemed on any March 15, June 15, September 15, or December 15, accrued and unpaid interest shall be payable to Holders of record on the relevant record date. So long as the corresponding Trust Preferred Securities are outstanding, the proceeds from the redemption of the Convertible Debentures will be used to redeem Trust Preferred Securities. If the Notes Convertible Debentures are only partially redeemed pursuant to this Section 3.01(a)3.2, the Notes Convertible Debentures will be redeemed pro rata PRO RATA or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms have If a partial redemption of the meanings given Convertible Debentures would result in the delisting of the Trust Preferred Securities issued by the Trust from any national securities exchange or other organization on which the Trust Preferred Securities are then listed, the Company shall not be permitted to them effect such partial redemption and may only redeem the Convertible Debentures in this Section 3.01(b)whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture3.3(c), except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the NotesDebentures, in whole or in part, at any time or from time to time, at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) on or after March 31, 2007, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the Redemption Datedate of such redemption; or or (ii) at any time after their issuance if the sum stock price for the Company's common stock has been at least 150% of the present values Conversion Price for a period of twenty consecutive business days ending within five days of the remaining scheduled payments date of principal and interest (exclusive notice of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Dateredemption. Any redemption pursuant to the preceding paragraph will this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' prior notice before to the Redemption Date to each Holder holder of the NotesDebentures, at the Optional Redemption Price. If the Notes Debentures are only partially redeemed pursuant to this Section 3.01(a3.3(a), the Notes will Debentures shall be redeemed pro rata or by lot or by any in such other method utilized by manner as the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary Trustee shall determine, deem appropriate and fair in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemeddiscretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms Subject to the provisions of Section 3.3(c), the Company shall have the meanings given right to them redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.01(b)3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject Prior to November 15, 2035 (the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture“Par Call Date”), the Company shall have the right to may redeem the NotesNotes at its option, in whole or in part, at any time or from time to time, at a redemption price price, expressed as a percentage of principal amount and rounded to three decimal places, (the "Optional “Make-Whole Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (iia) the sum of the present values of the remaining scheduled payments of principal of and interest (exclusive of interest accrued to the Redemption Date) thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate plus 25 basis points plus less (b) interest accrued interest on to the Redemption Date, and (ii) 100% of the principal amount being redeemed of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Any With respect to any redemption pursuant occurring prior to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior Par Call Date, the Company shall give the Trustee notice before the Redemption Date to each Holder of the Notes, at Make-Whole Redemption Price promptly after the Optional Redemption Price. If calculation thereof and the Notes are only partially redeemed pursuant to this Section 3.01(a)Trustee shall have no responsibility for such calculation. (b) On or after the Par Call Date, the Notes will be redeemed pro rata redeemable, in whole at any time or by lot or by any other method utilized by the Trustee; providedin part from time to time, that if at the time Company’s option at a redemption price (the “Par Redemption Price”) equal to 100% of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of the Notes to be redeemed. ; plus, accrued and unpaid interest thereon to the Redemption Date. (c) The Company may redeem the Notes in whole, but not in part, on not more than 60 days’ and not less than 30 days’ notice, at a redemption price (the “Tax Redemption Price” and, together with the Make-Whole Redemption Price and the Par Redemption Price, each an “Optional Redemption Price”) equal to 100% of their principal amount, plus all accrued but unpaid interest through the Redemption Date if the Company determines that as a result of a Change in Tax Law: (i) the Company has or will become obligated to pay additional amounts as described in Article 5 below; or (ii) there is a substantial possibility that the Company will be required to pay such additional amounts as described in Article 5 below. (d) Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant Record Date according to the Notes and the Indenture. (e) On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption or any portion of the Notes or portions thereof called for redemption (unless the Company defaults in the payment of the Optional Redemption Price shall be paid prior to 12:00 noonand accrued and unpaid interest). On or before the Redemption Date, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount money sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, of and (unless the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest to the Redemption Date on the date Notes to be redeemed on such date. (f) In the case of a partial redemption, selection of the Notes for redemption will be made by the Trustee by lot, provided, that the Notes represented by Global Notes will be selected in accordance with the procedures of DTC or another depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. For so long as the Notes are held by DTC, Euroclear, Clearstream (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary. (g) The Company’s actions and determinations in determining the Optional Redemption Price is to shall be paidconclusive and binding for all purposes, absent manifest error. (bh) The following terms Company will send notice of any redemption by mail or electronically delivered (or otherwise transmit in accordance with the Depositary’s procedures) at least 10 days (or, in the case of a redemption as set forth in Section 3.01(c) above, at least 30 days) but not more than 60 days before the Redemption Date to each holder of the Notes to be redeemed. (i) The Trustee shall have no responsibility with respect to the meanings given to them in this Section 3.01(b)determination of the Optional Redemption Price.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the Notes, in whole or in part, at any time or from time to time, at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at (A) the Treasury Rate plus 25 basis points for the Notes due 2008 or (B) the Treasury Rate plus 30 basis points for the Notes due 2015, plus, in each case, accrued interest on the principal amount being redeemed to the Redemption Date. Any redemption pursuant to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder of the applicable series of Notes, at the Optional Redemption Price. If the Notes of the applicable series are only partially redeemed pursuant to this Section 3.01(a), the Notes of such series will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes of such series are registered as a Global Note, the Depositary Depository shall determine, in accordance with its procedures, the principal amount of the Notes of such Notes series held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except Except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the Notes, in whole or in part, at any time or from time to time, at its option, at a redemption price (the "“Optional Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive not including any portion of such payments of interest accrued to as of the Redemption Date) ), discounted to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate Rate, plus 25 10 basis points points, plus in each case accrued interest on the principal amount being redeemed to thereon to, but excluding, the Redemption Date. Any redemption pursuant Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the preceding paragraph registered holders as of the close of business on the relevant Record Date. The Company will cause the notice of such redemption to be made upon mailed to the registered holders of the Notes to be redeemed not less than 30 nor more than 60 days' days prior notice before to the Redemption Date to each Holder of the Notes, at the Optional Redemption PriceDate. If the Notes are only partially redeemed pursuant to this Section 3.01(a)3.01, the Notes to be redeemed will be redeemed pro rata or by lot or by any other method utilized selected by the TrusteeTrustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such the Notes to be redeemed held by each Holder of Notes to be redeemedits participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. If money sufficient to pay the redemption price of all of the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date as provided herein, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except Except as otherwise may be specified in this Supplemental IndentureIndenture No. 1, the Company shall have the right to redeem the Notes, in whole or in part, at any time or from time to timetime prior to November 15, 2022, at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to to, but excluding, the Redemption Date; orand (ii) the sum sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate plus 25 basis points points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. At any time on or after November 15, 2022, the Company shall have the right to redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to, but excluding, the Redemption Date. The redemption price set forth in this Section 3.01 shall be referred to as the “Optional Redemption Price.” The Company will mail notice of such redemption to the registered holders of the Notes to be redeemed not less than 10 nor more than 60 days prior to the Redemption Date. Any redemption pursuant to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a)3.01, the Notes to be redeemed will be redeemed pro rata or by lot or by any other method utilized selected by the TrusteeTrustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such the Notes to be redeemed held by each Holder of Notes to be redeemedits participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. If money sufficient to pay the Optional Redemption Price of all of the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or paying agent on or before the Redemption Date and certain other conditions are satisfied, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the The Company shall have the right to redeem the Notes, Notes at any time in whole or from time to time in part, at any time or from time the Company’s option for cash prior to timeAugust 31, 2027 (the “Par Call Date”) at a redemption price (the "Optional “Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; or (ii) an amount determined by the Quotation Agent equal to the sum of the present values of the remaining scheduled payments of principal principal, premium, if any, and interest thereon (exclusive not including any portion of such payments of interest accrued to the Redemption Datedate of redemption) to August 31, 2027, discounted to the Redemption Date date of redemption on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day months Actual/Actual (ICMA) at the Treasury Rate Comparable Government Bond Rate, plus 25 30 basis points points; plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. (b) At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or from time to time in part, at the Company’s option for cash at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of redemption. (c) Notwithstanding subsections (a) and (b) above, installments of interest on the principal amount being redeemed Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date. Any , interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (d) Notices of redemption pursuant to shall be mailed (or, in the preceding paragraph will case of Notes held in book-entry form, be made upon transmitted electronically) at least ten (10) but not less than 30 nor more than 60 days' prior notice sixty (60) days before the Redemption Date to each Holder of the NotesNotes to be redeemed at its registered address. (e) If less than all of the Notes are to be redeemed at any time, at the Optional Redemption PriceNotes to be redeemed will be selected by the Trustee in accordance with the standard procedures of the Depositary. If the Notes to be redeemed are not Global Notes then held by Euroclear or Clearstream, the Trustee will select the Notes to be redeemed on a pro rata basis. If the Notes are only partially redeemed pursuant to this Section 3.01(a)listed on the New York Stock Exchange (“NYSE”) or any other national securities exchange, the Trustee will select Notes will be redeemed pro rata in compliance with the requirements of the NYSE or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption principal national securities exchange on which the Notes are registered as listed. Notwithstanding the foregoing, if less than all of the Notes are to be redeemed, no Notes of such series of a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price €100,000 or less shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount redeemed in part. (f) If money sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is Notes (or portions thereof) to be paidredeemed on the Redemption Date is deposited with the Paying Agent on or before the Redemption Date and notice of redemption has been given in accordance with the terms of this Indenture, then on and after such Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Base Indenture, the Company shall have the right to redeem the Notes, in whole or in part, at any time in whole or from time to timetime in part, prior to December 15, 2047 at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Date; orbe redeemed and (ii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of principal and interest in respect of the Notes to be redeemed discounted to the Redemption Date (exclusive of excluding interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months months) at a rate equal to the Treasury Rate plus 25 20 basis points points, plus, in each case, accrued and unpaid interest on the Notes to be redeemed to, but excluding, the Redemption Date. Subject to Article XI of the Base Indenture, commencing on December 15, 2047 (the “Par Call Date”), the Company shall have the right to redeem the Notes, at any time in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. The applicable redemption price in connection with a redemption of Notes under either of the first two paragraphs of this Section 4.1(a) is referred to herein as the “Optional Redemption Price” with respect to such redemption. On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption (unless the Company defaults in the payment of the Optional Redemption Price and accrued interest). On or before a Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to pay the Optional Redemption Price of and accrued interest on the principal amount being Notes to be redeemed to the Redemption Dateon that date. Any redemption pursuant to the preceding paragraph will be made upon not If less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder all of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a)be redeemed, the Notes will to be redeemed shall be selected by the Trustee pro rata or by lot or by any other a method utilized by the TrusteeTrustee deems to be fair and appropriate; provided, provided that if at the time of redemption the Notes to be redeemed are registered as a one or more Global NoteSecurities, the Depositary shall determine, in accordance with its procedures, the principal amount of such the Notes to be redeemed held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidNotes. (b) The following terms have the meanings given Notice of any redemption pursuant to them in this Section 3.01(b)4.1 shall be given as provided in Section 1104 of the Base Indenture, except that (i) any notice of such redemption shall not specify the related Optional Redemption Price but only the manner of calculation thereof and (ii) notice shall be given not less than 10 days prior to the Redemption Date. The Trustee shall not be responsible for the calculation of such Optional Redemption Price. The Company shall calculate such Optional Redemption Price and promptly notify the Trustee thereof.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except Except as otherwise may be specified in this Supplemental IndentureIndenture No. 2, the Company shall have the right to redeem the Notes, in whole or in part, at any time or from time to time, at a redemption price (the "“Optional Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to to, but excluding, the Redemption Date; orand (ii) the sum sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate plus 25 45 basis points points, plus accrued and unpaid interest on the principal amount being redeemed to to, but excluding, the Redemption Date. Any The Company will mail notice of such redemption pursuant to the preceding paragraph will registered holders of the Notes to be made upon redeemed not less than 30 nor more than 60 days' days prior notice before to the Redemption Date to each Holder of the Notes, at the Optional Redemption PriceDate. If the Notes are only partially redeemed pursuant to this Section 3.01(a)3.01, the Notes to be redeemed will be redeemed pro rata or by lot or by any other method utilized selected by the TrusteeTrustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such the Notes to be redeemed held by each Holder of Notes to be redeemedits participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. If money sufficient to pay the redemption price of all of the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or paying agent on or before the Redemption Date and certain other conditions are satisfied, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b3.2(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in Section 3.1 or elsewhere in this First Supplemental Indenture, the Company shall have the right to redeem the NotesConvertible Debentures, in whole or in part, at any time or from time to time, at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Dateor after _______. Any redemption pursuant to the preceding this paragraph will be made upon not less than 30 days nor more than 60 days' prior days notice before to the Redemption Date to each Holder of the NotesConvertible Debentures, at the following prices (expressed as percentages of the principal amount of the Convertible Debentures) (the "Optional Redemption Price") together with accrued and unpaid interest, including Compounded and Additional Interest to, but excluding, the Redemption Date, if redeemed during the 12-month period beginning _____: YEAR REDEMPTION PRICE ---- ---------------- and 100% if redeemed on or after _______. If Convertible Debentures are redeemed on any _______, ________, ________, or _______, accrued and unpaid interest shall be payable to holders of record on the relevant record date. So long as the corresponding Convertible Preferred Securities are outstanding, the proceeds from the redemption of any of the Convertible Debentures will be used to redeem Convertible Preferred Securities. If the Notes Convertible Debentures are only partially redeemed pursuant to this Section 3.01(a)3.2, the Notes Convertible Debentures will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Convertible Debentures would result in the delisting of the Convertible Preferred Securities issued by the Trust from any national securities exchange or other organization on which the Convertible Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Convertible Debentures in whole. (c) The following terms have Company may not redeem fewer than all of the meanings given to them in this Section 3.01(b)outstanding Convertible Debentures unless all accrued and unpaid interest has been paid on all of the outstanding Convertible Debentures.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture3.3(c), except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the NotesDebentures, in whole or in part, at any time or from time to time, on or after _____________, 200__, at a redemption price (the "Optional Redemption Price") Price equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the Redemption Date; or (ii) the sum date of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Datesuch redemption. Any redemption pursuant to the preceding paragraph will this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' prior notice before to the Redemption Date to each Holder holder of the NotesDebentures, at the Optional Redemption Price. If the Notes Debentures are only partially redeemed pursuant to this Section 3.01(a3.3(a), the Notes will Debentures shall be redeemed pro rata or by lot or by any in such other method utilized by manner as the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary Trustee shall determine, deem appropriate and fair in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemeddiscretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms Subject to the provisions of Section 3.3(c), the Company shall have the meanings given right to them redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.01(b)3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from the Nasdaq National Market or any other national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the The Company shall have the right to redeem the Notes, in whole or in part, Notes at any time in whole or from time to time, time in part for cash at a redemption price (the "Optional “Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) unless the Notes are redeemed on or after the Par Call Date, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive not including any portion of such payments of interest accrued to as of the Redemption Date) date of redemption), discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate Rate, plus 25 twenty (20) basis points plus points; plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. (b) Notwithstanding subsection (a) above, installments of interest on the principal amount being redeemed Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Date. Any Price, on and after the Redemption Date interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (c) Notices of redemption pursuant to the preceding paragraph will this Section 3.02 shall be made upon mailed at least thirty (30) but not less than 30 nor more than 60 days' prior notice sixty (60) days before the Redemption Date to each Holder of the Notes, Notes to be redeemed at its registered address. The Company shall calculate the Optional Redemption Price. Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are only partially to be redeemed pursuant to this Section 3.01(a)at any time, the Notes will to be redeemed pro rata shall be selected by lot by DTC, in the case of Global Notes, or by lot or the Trustee by any other a method utilized the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of this Article XI of the Indenture, except as otherwise may be specified in this Supplemental IndentureXIV, the Company shall have the right to redeem the NotesSecurities, in whole or in part, at any time or from time to time, at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Date. Any redemption pursuant to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder of the Notesor after _______ __, 2004, at the Optional Redemption Price. If the Notes Securities are only partially redeemed pursuant to this Section 3.01(a)14.02, the Notes will Securities to be redeemed shall be selected on a pro rata or basis, by lot or by any such other method utilized by that the Trustee; providedTrustee shall deem appropriate not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, PROVIDED, HOWEVER, that if at any such method of selection may be made on the time basis of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the aggregate principal amount of such Notes Securities held by each Holder Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of Notes to $10 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided determines, PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of the Independent Capital Trust II by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after _________ __, 2004, at the Redemption Price, and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. (d) The following terms have Company shall not effect a partial redemption of the meanings given to them Securities if such partial redemption would result in this Section 3.01(b)a delisting of the Preferred Securities from the NASDAQ National Market or such other exchange or organization as the Preferred Securities are then listed.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI terms of the Indenture, except in addition to as otherwise may be specified set forth in this Supplemental IndentureSection 3.1 hereof, the Company Notes shall have the right to redeem the Notes, be redeemable in whole or in part, at the Company’s option, at any time or and from time to timetime as follows: (i) Prior to November 15, 2031 (the date falling three months prior to the maturity of the Notes) (the “Call Date”), at a redemption price (the "Optional Redemption Price") equal to the greater of: (i1) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) Remaining Scheduled Payments discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Comparable Treasury Rate Rate, plus 25 15 basis points plus points, plus, in the case of either clause (1) or (2) accrued and unpaid interest on thereon to, but not including, the Redemption Date; (ii) On or after the Call Date (the date falling three months prior to the maturity of the Notes), at a redemption price equal to 100% of the principal amount being redeemed of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Any If the redemption date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, the full amount of accrued and unpaid interest due on such Interest Payment Date will be paid to the Holder of record at the close of business on the Regular Record Date. The redemption price to be paid pursuant to Section 3.1(a)(i) or Section 3.1(a)(ii) (as applicable, the preceding paragraph will “Optional Redemption Price”) shall be made upon determined by the Company. (b) Notice of any redemption shall be mailed (or otherwise electronically delivered) not less than 30 nor 10 days and not more than 60 days' days prior notice before to the Redemption Date to each Holder of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall In connection with any redemption of Notes, any such redemption may, at the Company’s discretion, be paid prior subject to 12:00 noonone or more conditions precedent. In addition, New York time, on the date of if such redemption or at notice is subject to satisfaction of one or more conditions precedent, such earlier notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company determines provided in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company shall deposit with in its sole discretion) by the Trustee an amount sufficient to pay Redemption Date (whether the original Redemption Date or the Redemption Date so delayed). In addition, the Company may provide in such notice that payment of the Optional Redemption Price and performance of the Company’s obligations with respect to such redemption may be performed by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidanother person. (bc) Unless the Company defaults in payment of the Optional Redemption Price, from and after the Redemption Date, interest shall cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method that the Trustee deems to be fair and appropriate and may provide for the selection for redemption of a portion of the principal amount of Notes held by a Holder equal to an authorized denomination. If the Company redeems less than all of the Notes and the Notes are then held in book-entry form, the redemption will be made in accordance with the Depositary’s customary procedures. The following terms have Trustee shall not be responsible for calculating the meanings given to them in this Section 3.01(b)redemption price or make-whole amount.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI Eleven of the Indenture, except as otherwise may be specified in this Supplemental Base Indenture, the Company shall have the right to redeem either series of the Notes, in whole or in part, at any time or and from time to time, at a redemption price (the "“Optional Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) the sum of (x) the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the Redemption Datedate of redemption) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months), at the Adjusted Treasury Rate plus (y) 20 basis points, in the case of the 2018 Notes, and 25 basis points points, in the case of the 2023 Notes, plus accrued and unpaid interest on the principal amount being redeemed to but excluding the Redemption Date. Any redemption pursuant . (b) On and after the applicable Redemption Date, interest will cease to accrue on the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder Notes or any portion of the Notes, at Notes called for redemption (unless the Company defaults in the payment of the Optional Redemption PricePrice and accrued interest). If On or before the Notes are only partially redeemed pursuant to this Section 3.01(a)applicable Redemption Date, the Notes Company will be redeemed pro rata deposit with a Paying Agent (or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount ) money sufficient to pay the Optional Redemption Price of, and accrued interest on, the Notes to be redeemed on such Redemption Date. If less than all of the Notes of a series are to be redeemed, the Notes to be redeemed shall be selected by 10:00 a.m.the Trustee in compliance with the requirements of the principal national securities exchange, New York timeif any, on by lot and subject to applicable DTC procedures or regulations or by such method as the date Trustee shall deem appropriate. (c) Notice of any redemption pursuant to this Section 4.1 shall be given as provided in Section 1104 of the Base Indenture, except that any notice of such redemption shall not specify the related Optional Redemption Price but only the manner of calculation thereof. The Trustee shall not be responsible for the calculation of such Optional Redemption Price. The Company shall calculate such Optional Redemption Price is to be paidand promptly notify the Trustee thereof. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(bSections 3.1(b), (c), and (d) and to the other provisions of this Article XI of the Indenture, except as otherwise may be specified in this Supplemental IndentureIII, the Company shall have the right to redeem the NotesDebentures, in whole or in part, at any time or from time to time, on or after ________ __, 20__ [three years after the date of issuance], upon not less than 20 days nor more than 60 days notice to the Holders of the Debentures, at a redemption price the following prices (expressed as percentages of the principal amount of the Debentures) (the "Optional Redemption Price") equal to ), if redeemed during the greater of: (i) 10012-month period beginning ________ __ [the month and day of issuance]: Year Redemption Price ---- ---------------- 20__ [the third year after the year of 102.0% issuance] 20__ [the fourth year after the year of 101.0% issuance] 20__ [the principal amount plus fifth year after the year of 100.0% issuance] and thereafter plus, in each case, accrued and unpaid interest to (including Additional Payments, if any) to, but excluding, the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Date. Any redemption pursuant to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Convertible Preferred Securities issued by the Insignia Trust from any national securities exchange or other organization on which the Convertible Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole. (c) The following terms have Company may not redeem fewer than all of the meanings given outstanding Debentures unless all accrued and unpaid interest has been paid on all of the outstanding Debentures. (d) Notwithstanding the foregoing, if Debentures are redeemed on any March 31, June 30, September 30, or December 31, accrued and unpaid interest (and Additional Payments, if any) shall be payable to them in Holders of record on the relevant record date, instead of the Holders on the Redemption Date. (e) Notwithstanding the foregoing, the Trustee shall not redeem any Debentures pursuant to this Section 3.01(b3.1 or mail any notice of optional redemption during the continuance of a default in payment of interest or premium on the Debentures or of any Event of Default of which, in the case of any Event of Default other than under Section 7.1(a) or (b), a Responsible Officer of the Trustee has Actual Knowledge.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except Except as otherwise may be specified in this Supplemental IndentureIndenture No. 3, the Company shall have the right to redeem the Notes, in whole or in part, at any time or from time to time, at a redemption price (the "“Optional Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to to, but excluding, the Redemption Date; orand (ii) the sum sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate plus 25 50 basis points points, plus accrued and unpaid interest on the principal amount being redeemed to to, but excluding, the Redemption Date. Any The Company will mail notice of such redemption pursuant to the preceding paragraph will registered holders of the Notes to be made upon redeemed not less than 30 nor more than 60 days' days prior notice before to the Redemption Date to each Holder of the Notes, at the Optional Redemption PriceDate. If the Notes are only partially redeemed pursuant to this Section 3.01(a)3.01, the Notes to be redeemed will be redeemed pro rata or by lot or by any other method utilized selected by the TrusteeTrustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such the Notes to be redeemed held by each Holder of Notes to be redeemedits participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. If money sufficient to pay the redemption price of all of the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or paying agent on or before the Redemption Date and certain other conditions are satisfied, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject Prior to June 21, 2028 (the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture“Par Call Date”), the Company shall have the right to may redeem the NotesNotes at its option, in whole or in part, at any time or from time to time, at a redemption price price, expressed as a percentage of principal amount and rounded to three decimal places, (the "Optional “Make-Whole Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (iia) the sum of the present values of the remaining scheduled payments of principal of and interest (exclusive of interest accrued to the Redemption Date) thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate plus 25 30 basis points plus less (b) interest accrued interest on to the Redemption Date, and (ii) 100% of the principal amount being redeemed of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Any With respect to any redemption pursuant occurring prior to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior Par Call Date, the Company shall give the Trustee notice before the Redemption Date to each Holder of the Notes, at Make-Whole Redemption Price promptly after the Optional Redemption Price. If calculation thereof and the Notes are only partially redeemed pursuant to this Section 3.01(a)Trustee shall have no responsibility for such calculation. (b) On or after the Par Call Date, the Notes will be redeemed pro rata redeemable, in whole at any time or by lot or by any other method utilized by the Trustee; providedin part from time to time, that if at the time Company’s option at a redemption price (the “Par Redemption Price” and together with the Make-Whole Redemption Price, each an “Optional Redemption Price”) equal to 100% of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of the Notes to be redeemed. The ; plus, accrued and unpaid thereon to the Redemption Date. (c) Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant Record Date according to the Notes and the Indenture. (d) On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption or any portion of the Notes or portions thereof called for redemption (unless the Company defaults in the payment of the Optional Redemption Price shall be paid prior to 12:00 noonand accrued and unpaid interest). On or before the Redemption Date, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount money sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, of and (unless the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest to the Redemption Date on the date Notes to be redeemed on such date. (e) In the case of a partial redemption, selection of the Notes for redemption will be made by the Trustee by lot, provided, that the Notes represented by Global Notes will be selected in accordance with the procedures of DTC or another depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. For so long as the Notes are held by DTC, Euroclear, Clearstream (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary. (f) The Company’s actions and determinations in determining the Optional Redemption Price is to shall be paidconclusive and binding for all purposes, absent manifest error. (bg) The following terms Company will send notice of any redemption by mail or electronically delivered (or otherwise transmit in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each holder of the Notes to be redeemed. (h) The Trustee shall have no responsibility with respect to the meanings given to them in this Section 3.01(b)determination of the Optional Redemption Price.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI terms of the Indenture, except as otherwise may the Notes shall be specified in this Supplemental Indenture, the Company shall have the right to redeem the Notes, redeemable in whole or in part, at the Company’s option, at any time or and from time to timetime as follows: (i) Prior to August 15, 2022 (the “Call Date”), at a redemption price (the "Optional Redemption Price") equal to the greater of: (i1) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) Remaining Scheduled Payments discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Comparable Treasury Rate Rate, plus 25 10 basis points plus points, plus, in the case of either clause (1) or (2) accrued and unpaid interest on thereon to, but not including, the Redemption Date; (ii) On or after the Call Date, at a redemption price equal to 100% of the principal amount being redeemed of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Any If the redemption date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, the full amount of accrued and unpaid interest due on such Interest Payment Date will be paid to the Holder of record at the close of business on the Regular Record Date. The redemption price to be paid pursuant to Section 3.1(a)(i) or Section 3.1(a)(ii) (as applicable, the preceding paragraph will “Optional Redemption Price”) shall be made upon determined by the Company. (b) Notice of any redemption shall be mailed (or otherwise electronically delivered) not less than 30 nor 10 days and not more than 60 days' days prior notice before to the Redemption Date to each Holder of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall In connection with any redemption of Notes, any such redemption may, at the Company’s discretion, be paid prior subject to 12:00 noonone or more conditions precedent. In addition, New York time, on the date of if such redemption or at notice is subject to satisfaction of one or more conditions precedent, such earlier notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company determines provided in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company shall deposit with in its sole discretion) by the Trustee an amount sufficient to pay Redemption Date (whether the original Redemption Date or the Redemption Date so delayed). In addition, the Company may provide in such notice that payment of the Optional Redemption Price and performance of the Company’s obligations with respect to such redemption may be performed by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidanother person. (bc) Unless the Company defaults in payment of the Optional Redemption Price, from and after the Redemption Date, interest shall cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method that the Trustee deems to be fair and appropriate and may provide for the selection for redemption of a portion of the principal amount of Notes held by a Holder equal to an authorized denomination. If the Company redeems less than all of the Notes and the Notes are then held in book-entry form, the redemption will be made in accordance with the Depositary’s customary procedures. The following terms have Trustee shall not be responsible for calculating the meanings given to them in this Section 3.01(b)redemption price or make-whole amount.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI terms of the Indenture, except as otherwise may the Notes shall be specified in this Supplemental Indenture, the Company shall have the right to redeem the Notes, redeemable in whole or in part, at the Company’s option, at any time or and from time to time, time at a redemption price (the "“Optional Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) Remaining Scheduled Payments discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate Rate, plus 25 30 basis points plus points, plus, in the case of either clause (i) or (ii) accrued and unpaid interest thereon to, but not including, the Redemption Date; provided, however, that if the Company redeems any Notes on or after January 30, 2030 (the date falling three months prior to the Stated Maturity), the redemption price for the Notes will be equal to 100% of the principal amount being redeemed of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Any However, if the redemption pursuant date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, the full amount of accrued and unpaid interest due on such Interest Payment Date will be paid to the preceding paragraph will Holder of record at the close of business on the Regular Record Date. The Optional Redemption Price shall be made upon determined by the Company. (b) Notice of any redemption shall be mailed (or otherwise electronically delivered) not less than 30 nor 10 days and not more than 60 days' days prior notice before to the Redemption Date to each Holder of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall In connection with any redemption of Notes, any such redemption may, at the Company’s discretion, be paid prior subject to 12:00 noonone or more conditions precedent. In addition, New York time, on the date of if such redemption or at notice is subject to satisfaction of one or more conditions precedent, such earlier notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company determines provided in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company shall deposit with in its sole discretion) by the Trustee an amount sufficient to pay Redemption Date (whether the original Redemption Date or the Redemption Date so delayed). In addition, the Company may provide in such notice that payment of the Optional Redemption Price and performance of the Company’s obligations with respect to such redemption may be performed by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidanother person. (bc) The following terms have Unless the meanings given Company defaults in payment of the Optional Redemption Price, from and after the Redemption Date, interest shall cease to them accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method that the Trustee deems to be fair and appropriate and may provide for the selection for redemption of a portion of the principal amount of Notes held by a Holder equal to an authorized denomination. If the Company redeems less than all of the Notes and the Notes are then held in this Section 3.01(b)book-entry form, the redemption will be made in accordance with the Depositary’s customary procedures.

Optional Redemption by Company. (a) Subject Section 14.03 of the Indenture shall be disregarded in its entirety and shall not apply to the provisions of Securities covered by this First Supplemental Indenture. All references in the Indenture to Section 3.01(b14.03 are hereby deemed to apply to this Section 3.03. (b) and to the provisions of Article XI of the Indenture, except Except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right to redeem the NotesSecurities, in whole or in part, at any time or from time to time, on or after December 12, 2009, at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Date. Any redemption pursuant to the preceding paragraph will this Section 3.03(b) shall be made upon not less than 30 35 days' nor more than 60 days' prior notice before to the Redemption Date to each Holder holder of the NotesSecurities, at the Optional Redemption Price. If the Notes Securities are only partially redeemed pursuant to this Section 3.01(a3.03(b), the Notes will Securities shall be redeemed pro rata or by lot or by any in such other method utilized by manner as the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary Trustee shall determine, deem appropriate and fair in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemeddiscretion. The Optional Redemption Price redemption shall be paid effected prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay effectuate the Optional Redemption Price redemption by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (bc) The following terms Company shall have the meanings given right to them redeem Securities at any time and from time to time in a principal amount equal to the liquidation amount of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Securities equal to the liquidation amount of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Securities shall be redeemed pursuant to this Section 3.01(b)3.03(c) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a like amount of Securities shall be extinguished by the Trustee and shall no longer be deemed Outstanding.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the The Company shall have the right to redeem the Notes, in whole or in part, Notes at any time in whole or from time to time, time in part for cash at a redemption price (the "Optional “Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) unless the Notes are redeemed on or after August 1, 2025, the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive not including any portion of such payments of interest accrued to as of the Redemption Date) date of redemption), discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate Rate, plus 25 twenty (20) basis points plus points; plus, in each case, accrued and unpaid interest thereon to the date of redemption. (b) Notwithstanding subsection (a) above, installments of interest on the principal amount being redeemed Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date. Any , interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (c) Notices of redemption pursuant to the preceding paragraph will shall be made upon mailed at least thirty (30) but not less than 30 nor more than 60 days' prior notice sixty (60) days before the Redemption Date to each Holder of the Notes, Notes to be redeemed at its registered address. The Company shall calculate the Optional Redemption Price. Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are only partially to be redeemed pursuant to this Section 3.01(a)at any time, the Notes will to be redeemed pro rata shall be selected by lot by DTC, in the case of Global Notes, or by lot or the Trustee by any other a method utilized the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of this Article XI of the Indenture, except as otherwise may be specified in this Supplemental IndentureXIV, the Company shall have the right to redeem the NotesSecurities, in whole or in part, at any time or from time to time, at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Date. Any redemption pursuant to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder of the Notesor after _________ __, 2005, at the Optional Redemption Price. If the Notes Securities are only partially redeemed pursuant to this Section 3.01(a)14.02, the Notes will Securities to be redeemed shall be selected on a pro rata or basis, by lot or by any such other method utilized by that the Trustee; Trustee shall deem appropriate not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that if at any -------- ------- such method of selection may be made on the time basis of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the aggregate principal amount of such Notes Securities held by each Holder Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of Notes to $__or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines determines, provided that the Company shall deposit with the Trustee an amount -------- sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of the East West Bancorp Capital Trust by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after _________ __, 2005, at the Redemption Price, and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. (d) The following terms have Company shall not effect a partial redemption of the meanings given to them Securities if such partial redemption would result in this Section 3.01(b)a delisting of the Preferred Securities from the NASDAQ National Market or such other exchange or organization as the Preferred Securities are then listed.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture3.3(c), except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the NotesDebentures, in whole or in part, at any time or from time to time, on or after September 30, 2013, at a redemption price (the "Optional Redemption Price") Price equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the Redemption Date; or (ii) the sum date of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Datesuch redemption. Any redemption pursuant to the preceding paragraph will this Section 3.3(a) shall be made upon not less than 30 days’ nor more than 60 days' prior ’ written notice before to the Redemption Date to each Holder holder of the NotesDebentures, at the Optional Redemption Price. If the Notes Debentures are only partially redeemed pursuant to this Section 3.01(a3.3(a), the Notes will Debentures shall be redeemed pro rata or by lot or by any in such other method utilized by manner as the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary Trustee shall determine, deem appropriate and fair in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemeddiscretion. The Optional Redemption Price shall be paid prior to 12:00 p.m. (noon), New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms Subject to the provisions of Section 3.3(c), the Company shall have the meanings given right to them redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.01(b)3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from the New York Stock Exchange or any other national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to Article Eleven of the provisions of Section 3.01(b) and Base Indenture, prior to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental IndenturePar Call Date, the Company shall have the right to may redeem the Notes, at its option, in whole or in part, at any time or and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the "“Make-Whole Optional Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (iia) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to on the Redemption Date) Notes discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate plus 25 15 basis points plus points, less (b) interest accrued to the Redemption Date, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest on the principal amount being Notes to be redeemed to the Redemption Date. Any redemption pursuant . (b) Subject to Article Eleven of the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before Base Indenture, on or after the Redemption Date to each Holder of Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price (the “Par Call Optional Redemption Price”) equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest on the Notes to the Redemption Date. (c) Unless the Company defaults in payment of the Optional Redemption Price. If , on and after the Redemption Date interest will cease to accrue on the Notes are only partially redeemed or portions thereof called for redemption. (d) Notice of any redemption pursuant to this Section 3.01(a)4.1 shall be given as provided in Section 1104 of the Base Indenture, the Notes will be redeemed pro rata or by lot or by except that any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount notice of such Notes held by each Holder redemption shall not specify the related Optional Redemption Price but only the manner of Notes to be redeemedcalculation thereof. The Trustee shall not be responsible for the calculation of such Optional Redemption Price. The Company shall calculate such Optional Redemption Price and promptly notify the Trustee thereof. The Company’s actions and determinations in determining the Optional Redemption Price shall be paid prior to 12:00 noonconclusive and binding for all purposes, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidabsent manifest error. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture3.3(c), except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the NotesDebentures, in whole or in part, at any time or from time to time, on or after [_______________], at a redemption price (the "Optional Redemption Price") Price equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the Redemption Date; or (ii) the sum date of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Datesuch redemption. Any redemption pursuant to the preceding paragraph will this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' prior notice before to the Redemption Date to each Holder holder of the NotesDebentures, at the Optional Redemption Price. If the Notes Debentures are only partially redeemed pursuant to this Section 3.01(a3.3(a), the Notes will Debentures shall be redeemed pro rata or by lot or by any in such other method utilized by manner as the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary Trustee shall determine, deem appropriate and fair in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemeddiscretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms Subject to the provisions of Section 3.3(c), the Company shall have the meanings given right to them redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.01(b)3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject At any time prior to the provisions of Section 3.01(b) and to the provisions of Article XI of the IndentureApril 15, except as otherwise may be specified in this Supplemental Indenture2013, the Company may redeem up to 35% of the principal amount of the Notes with the net cash proceeds of one or more Public Equity Offerings of its common stock at a redemption price (expressed as a percentage of principal amount) of 106.75%, plus accrued and unpaid interest to the Redemption Date; provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued on the Issue Date remains Outstanding after each such redemption; and (ii) notice of any such redemption (with a copy to the Trustee) is mailed within 60 days of each such Public Equity Offering. (b) The Company shall have the right to may redeem the Notes, in whole or in part, Notes at any time in whole, or from time to timetime in part, at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) the sum of the present values of the remaining scheduled payments of principal and interest (on the Notes to be redeemed, exclusive of interest accrued to the Redemption Date) date of redemption, discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the applicable Treasury Rate Yield, plus 25 fifty (50) basis points plus plus, accrued and unpaid interest on the principal amount being redeemed thereon to the Redemption Date. Any redemption pursuant . (c) Notwithstanding subsections (a) and (b) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the preceding paragraph will registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the amount payable on redemption, on and after the Redemption Date, interest shall cease to accrue on the Notes or portions thereof that are called for redemption. (d) The Notes called for redemption become due on the date fixed for redemption. Notices of redemption shall be made upon mailed by first-class mail at least thirty (30) but not less than 30 nor more than 60 days' prior notice sixty (60) days before the such Redemption Date to each Holder of the NotesNotes to be redeemed at its registered address (with a copy to the Trustee). At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days prior to the Optional Redemption PriceDate, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice. The Company shall calculate the amount payable on redemption and shall deliver an Officer’s Certificate to the Trustee setting forth the amount payable on redemption no later than two (2) Business Days prior to the Redemption Date. (e) If less than all the Notes are only partially to be redeemed pursuant to this Section 3.01(a)at any time, the Notes will to be redeemed pro rata shall be selected by lot by DTC, in the case of Global Notes, or by lot or the Trustee by any other a method utilized the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note. No Notes of $2,000 in principal amount or less shall be redeemed in part. If any Note is to be redeemed in part only, the Depositary shall determine, in accordance with its procedures, notice of redemption relating to such Note will state the portion of the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall A new Note in principal amount equal to the unredeemed portion will be paid prior to 12:00 noon, New York time, on issued upon cancellation of the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidoriginal Note. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) 3.3 and to the provisions of Article XI 3 of the Indenture, except as otherwise may be specified in this Supplemental Base Indenture, the Company shall have the right to redeem the NotesDebentures, in whole or in part, part at any time on or from time after ____________, ______. Any redemption pursuant to timethis Section 3.2 will be made upon not less than 30 days nor more than 60 days notice to the Holders of the Debentures, at a redemption price the following prices (expressed as percentages of the principal amount of the Debentures) (the "Optional Redemption Price") equal to together with accrued and unpaid interest, including Compounded and Additional Interest to, but excluding, the greater of: redemption date, if redeemed during the 12-month period beginning on ____________1 (iother than the first period, which will begin on ___________, _______) of the following years: Year Redemption Price ---- ---------------- _____ ______% _____ ______% _____ ______% _____ ______% _____ ______% _____ ______% and 100% of the principal amount plus if redeemed on or after __________ 1, ______. The Company may not redeem any Debentures unless all accrued and unpaid interest has been paid on all outstanding Debentures for all quarterly interest payment periods terminating on or prior to the Redemption Date; or (ii) last Interest Payment Date before the sum date of the present values of the remaining scheduled payments of principal redemption. If Debentures are redeemed on any March 1, June 1, September 1, or December 1, accrued and unpaid interest (exclusive of interest accrued shall be payable to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest Holders on the principal amount being redeemed to the Redemption Daterelevant record date. Any The Company shall issue a press release announcing any redemption pursuant to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed3.2. The Optional Redemption Price plus such accrued and unpaid interest thereon shall be paid prior to 12:00 noon, New York time, on the date of fixed by the Company for such redemption or at such earlier time as the Company determines provided determines, PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price Price, plus accrued and unpaid interest thereon, by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms . In addition to the foregoing, the Company shall have the meanings given right to them redeem the Debentures, in this whole or in part, at any time in exchange for Spinoff Company Debentures or New Debentures in accordance with Section 3.01(b)7.5.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture3.3(c), except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the NotesDebentures, in whole or in part, at any time or from time to time, on or after December 31, 2006, at a redemption price (the "Optional Redemption Price") Price equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the Redemption Date; or (ii) the sum date of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Datesuch redemption. Any redemption pursuant to the preceding paragraph will this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' prior notice before to the Redemption Date to each Holder holder of the NotesDebentures, at the Optional Redemption Price. If the Notes Debentures are only partially redeemed pursuant to this Section 3.01(a3.3(a), the Notes will Debentures shall be redeemed pro rata or by lot or by any in such other method utilized by manner as the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary Trustee shall determine, deem appropriate and fair in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemeddiscretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms Subject to the provisions of Section 3.3(c), the Company shall have the meanings given right to them redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.01(b)3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture3.3(c), except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the NotesDebentures, in whole or in part, at any time or from time to time, on or after March 31, 2008, at a redemption price (the "Optional Redemption Price") Price equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the Redemption Date; or (ii) the sum date of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Datesuch redemption. Any redemption pursuant to the preceding paragraph will this Section 3.3(a) shall be made upon not less than 30 days’ nor more than 60 days' prior ’ notice before to the Redemption Date to each Holder holder of the NotesDebentures, at the Optional Redemption Price. If the Notes Debentures are only partially redeemed pursuant to this Section 3.01(a3.3(a), the Notes will Debentures shall be redeemed pro rata or by lot or by any in such other method utilized by manner as the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary Trustee shall determine, deem appropriate and fair in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemeddiscretion. The Optional Redemption Price shall be paid prior to 12:00 p.m. (noon), New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms Subject to the provisions of Section 3.3(c), the Company shall have the meanings given right to them redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.01(b)3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from the Nasdaq National Market or any other national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Base Indenture, except prior to December 15, 2031 (the “Par Call Date”) the Company shall have the right to redeem the Notes, in whole or in part, at any time or from time to time, at a redemption price (expressed as otherwise may a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption; and (ii) 100% of the principal amount of the Notes to be specified redeemed, plus, in this Supplemental either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date. Subject to Article XI of the Base Indenture, on or after the Par Call Date, the Company shall have the right to redeem the Notes, in whole or in part, at any time or from time to time, at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to thereon to, but excluding, the Redemption Date; or (ii) the sum . The applicable redemption price in connection with a redemption of Notes under either of the present values first two paragraphs of this Section 4.1(a) is referred to herein as the “Optional Redemption Price” with respect to such redemption. On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption (unless the Company defaults in the payment of the remaining scheduled payments of principal Optional Redemption Price and interest (exclusive of interest accrued to the interest). On or before a Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) discounted money sufficient to pay the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting Price of twelve 30-day months at the Treasury Rate plus 25 basis points plus and accrued interest on the principal amount being Notes to be redeemed to the Redemption Dateon that date. Any redemption pursuant to the preceding paragraph will be made upon not If less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder all of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a)be redeemed, the Notes will to be redeemed shall be selected by the Trustee pro rata or by lot or by any other a method utilized by the TrusteeTrustee deems to be fair and appropriate; provided, provided that if at the time of redemption the Notes to be redeemed are registered as a one or more Global NoteSecurities, the Depositary shall determine, in accordance with its procedures, the principal amount of such the Notes to be redeemed held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidNotes. (b) The following terms have the meanings given Notice of any redemption pursuant to them in this Section 3.01(b)4.1 shall be given as provided in Section 1104 of the Base Indenture, except that (i) any notice of such redemption shall not specify the related Optional Redemption Price but only the manner of calculation thereof and (ii) notice shall be given not less than 10 days prior to the Redemption Date. The Trustee shall not be responsible for the calculation of such Optional Redemption Price. The Company shall calculate such Optional Redemption Price and promptly notify the Trustee thereof.

Optional Redemption by Company. The redemption price (the “Redemption Price”) of the Notes shall be calculated as follows: (a) Subject Prior to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental IndenturePar Call Date, the Company shall have the right to may redeem the NotesNotes at its option, in whole or in part, at any time or and from time to time, at a redemption price Redemption Price (the "Optional Redemption Price"expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (iia) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued on the Notes to the Redemption Date) be redeemed discounted to the Redemption Date redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate plus 25 20 basis points plus points, less (b) interest accrued interest on the principal amount being redeemed to the Redemption Date. Any redemption pursuant to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder date of the Notesredemption, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time and (ii) 100% of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of the Notes to be redeemed. The Optional Redemption Price shall , plus, in either case, accrued and unpaid interest on the Notes to be paid prior redeemed to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidredemption. (b) On or after the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. (c) The following terms have Trustee shall not be responsible for the meanings given calculation of such Redemption Price. The Company shall calculate such Redemption Price and promptly notify the Trustee in writing thereof. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. (d) In the case of a partial redemption, selection of the Notes for redemption will be made pro rata or, in the case of the Global Note in accordance with the Depositary’s procedures. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to them be redeemed in this Section 3.01(b)part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. Except in the case of the Global Note, a new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. In the case of the Global Note, DTC, or its nominee, will determine the allocation of the redemption price among beneficial owners in such Global Note in accordance with the policies and procedures of the Depositary.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the The Company shall have the right to redeem the Notes, in whole or in part, Notes at any time in whole or from time to time, time in part for cash at a redemption price (the "Optional “Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) unless the Notes are redeemed on or after the Par Call Date, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive not including any portion of such payments of interest accrued to as of the Redemption Date) date of redemption), discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate Rate, plus 25 twenty-five (25) basis points plus points; plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. (b) Notwithstanding subsection (a) above, installments of interest on the principal amount being redeemed Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Date. Any Price, on and after the Redemption Date interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (c) Notices of redemption pursuant to the preceding paragraph will this Section 3.02 shall be made upon mailed at least thirty (30) but not less than 30 nor more than 60 days' prior notice sixty (60) days before the Redemption Date to each Holder of the Notes, Notes to be redeemed at its registered address. The Company shall calculate the Optional Redemption Price. Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are only partially to be redeemed pursuant to this Section 3.01(a)at any time, the Notes will to be redeemed pro rata shall be selected by lot by DTC, in the case of Global Notes, or by lot or the Trustee by any other a method utilized the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the The Company shall have the right to redeem the Notes, Notes at any time in whole or in part, at any time or part from time to time. (i) If the Notes are redeemed on or prior to December 15, at a 2030, the redemption price (the "Optional Redemption Price") for the Notes to be redeemed will equal to the greater of: (i1) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to as of the Redemption Date) ), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate Rate, plus 25 30 basis points (0.30%); (ii) If the Notes are redeemed on or after December 15, 2030, the Redemption Price for the Notes to be redeemed will equal 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to but excluding the Redemption Date. (b) Notwithstanding subsection (a) above, installments of interest on the principal amount being redeemed Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date. Any , interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (c) Notices of redemption pursuant to the preceding paragraph will shall be made upon mailed at least thirty (30) but not less than 30 nor more than 60 days' prior notice sixty (60) days before the Redemption Date to each Holder of the Notes, Notes to be redeemed at its registered address. The Company shall calculate the Optional Redemption Price. Price and shall deliver an Officers' Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are only partially to be redeemed pursuant to this Section 3.01(a)at any time, the Notes will to be redeemed pro rata shall be selected by lot by DTC, in the case of Global Notes, or by lot or the Trustee by any other a method utilized the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (be) The following terms have Company shall not be required to (i) issue, register the meanings given transfer of or exchange any Notes during the period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption and ending at the close of business on the day of such mailing or (ii) to them register the transfer or exchange of any Notes so selected for redemption in this Section 3.01(b)whole or in part, except the unredeemed portion of any such Notes being redeemed in part. (f) In addition to the Company's right to redeem the Notes as set forth above, the Company may at any time and from time to time purchase Notes in open market transactions, tender offers or otherwise.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise The 2024 Notes may be specified in this Supplemental Indenture, the Company shall have the right to redeem the Notesredeemed, in whole or in part, at any time or from (the date of such redemption, a “2024 Redemption Date”) at the Company’s option. If the 2024 Notes are redeemed at any time prior to timethe Par Call Date, the 2024 Notes will be redeemed at a redemption price (the "Optional Redemption Price") equal to the greater of: (i1) 100% of the principal amount plus accrued and unpaid interest of the 2024 Notes to the Redemption Date; orbe redeemed, and (ii2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2024 Notes to be redeemed that would have been made if the 2024 Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Dateredemption date) discounted to the Redemption Date redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate plus 25 basis points plus points, plus, in each of the cases (1) and (2) above, accrued and unpaid interest on the 2024 Notes to be redeemed to, but not including, the applicable 2024 Redemption Date. If the 2024 Notes are redeemed at any time on or after the Par Call Date, the 2024 Notes will be redeemed at a redemption price equal to 100% of the principal amount of the 2024 Notes to be redeemed, plus accrued and unpaid interest on the 2024 Notes being redeemed to to, but not including, the applicable 2024 Redemption Date. Any redemption pursuant to this Section 6.01(a) is subject to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or before the applicable 2024 Redemption Date to each Holder of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidDate. (b) The following terms 2029 Notes may be redeemed, in whole or in part, at any time (the date of such redemption, a “2029 Redemption Date”) at the Company’s option. If the 2029 Notes are redeemed at any time prior to the Par Call Date, the 2029 Notes will be redeemed at a redemption price equal to the greater of: (1) 100% of the principal amount of the 2029 Notes to be redeemed, and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2029 Notes to be redeemed that would have been made if the meanings given 2029 Notes matured on the Par Call Date (exclusive of interest accrued to them the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, plus, in each of the cases (1) and (2) above, accrued and unpaid interest on the 2029 Notes to be redeemed to, but not including, the applicable 2029 Redemption Date. If the 2029 Notes are redeemed at any time on or after the Par Call Date, the 2029 Notes will be redeemed at a redemption price equal to 100% of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest on the 2029 Notes being redeemed to, but not including, the applicable 2029 Redemption Date. Any redemption pursuant to this Section 3.01(b)6.01(b) is subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or before the applicable 2029 Redemption Date.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture3.2(b), except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the NotesDebentures, in whole or in part, at any time or from time to time, on any Interest Payment Date after June 30, 2007 (each a “Redemption Date”), at a redemption price (the "Optional Redemption Price") Price equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest to the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed thereon to the Redemption Date. Any redemption pursuant to the preceding paragraph will this Section 3.2(a) shall be made upon not less than 30 days’ nor more than 60 days' prior ’ notice before to the Redemption Date to each Holder holder of the NotesDebentures, at the Optional Redemption Price. If the Notes Debentures are only partially redeemed pursuant to this Section 3.01(a)3.2, the Notes will Debentures shall be redeemed pro rata or by lot or by any in such other method utilized by manner as the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary Trustee shall determine, in accordance with good ▇▇▇▇▇ ▇▇▇▇ appropriate and fair in its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemedsole discretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidDate. (b) The following terms Any redemption of Debentures pursuant to Section 3.1 or Section 3.2 shall be subject to the Company obtaining the prior approval of the Federal Reserve, if such approval is then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, and any other required regulatory approvals. (c) If a partial redemption of the Debentures would result in the delisting of the Trust Preferred Securities issued by the Trust from any national securities exchange or other organization on which the Trust Preferred Securities are then listed, if any, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole. (d) Subject to the provisions of this Section 3.2, the Company shall have the meanings given right to them redeem Debentures in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Trust Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Trust Preferred Securities to be redeemed bears to the total number of Trust Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.01(b)3.2(d) only in exchange for and upon surrender by the Company to the Property Trustee of the Trust Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Trust Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI Eleven of the Indenture, except as otherwise may be specified in this Supplemental Base Indenture, the Company shall have the right to redeem either series of the Notes, in whole or in part, at any time or and from time to timetime prior to the 2020 Par Call Date, in the case of the 2020 Notes, or prior to the 2025 Par Call Date, in the case of the 2025 Notes, at a redemption price (the "“Make-Whole Optional Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) the sum of (x) the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on the applicable Par Call Date (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months), at the Adjusted Treasury Rate plus (y) 20 basis points, in the case of the 2020 Notes, and 25 basis points points, in the case of the 2025 Notes, plus accrued and unpaid interest on the principal amount being redeemed to the Redemption Date. Any redemption pursuant to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before but excluding the Redemption Date for the Notes to each Holder be redeemed. (b) Subject to Article Eleven of the Base Indenture, the Company shall have the right to redeem either series of the Notes, in whole or in part, at any time and from time to time on or after the 2020 Par Call Date, in the case of the 2020 Notes, or on or after the 2025 Par Call Date, in the case of the 2025 Notes, at a redemption price (the “Par Call Optional Redemption Price. If the Notes are only partially redeemed pursuant ”) equal to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time 100% of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of the Notes to be redeemed. The , plus accrued and unpaid interest to but excluding the Redemption Date. (c) On and after the applicable Redemption Date, interest will cease to accrue on the Notes or any portion of the Notes called for redemption (unless the Company defaults in the payment of the Optional Redemption Price shall be paid prior to 12:00 noonand accrued interest). On or before the applicable Redemption Date, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall will deposit with a Paying Agent (or the Trustee an amount Trustee) money sufficient to pay the Optional Redemption Price of, and accrued interest on, the Notes to be redeemed on such Redemption Date. If less than all of the Notes of a series are to be redeemed, the Notes to be redeemed shall be selected by 10:00 a.m.the Trustee in compliance with the requirements of the principal national securities exchange, New York timeif any, on by lot and subject to Applicable Procedures of the date Depository or by such method as the Trustee shall deem appropriate. (d) Notice of any redemption pursuant to this Section 4.1 shall be given as provided in Section 1104 of the Base Indenture, except that any notice of such redemption shall not specify the related Optional Redemption Price but only the manner of calculation thereof. The Trustee shall not be responsible for the calculation of such Optional Redemption Price. The Company shall calculate such Optional Redemption Price is to be paidand promptly notify the Trustee thereof. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b10.2(b) and to the provisions of this Article XI of the IndentureX generally, except as otherwise may be specified in Section 10.1 or elsewhere in this Supplemental Indenture, the Company shall have the right to redeem the NotesConvertible Debentures, in whole or in part, at any time or from time to time, at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve or after September 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Date, 2003. Any redemption pursuant to the preceding this paragraph will be made upon not less than 30 days nor more than 60 days' prior days notice before to the Redemption Date to each Holder Holders of the NotesConvertible Debentures, at a price equal to 100% of the principal amount of the Convertible Debentures (the "Optional Redemption Price") together with accrued and unpaid interest (including Additional Sums, if any, and, to the extent permitted by applicable law, Compounded Interest, if any) to, but excluding, the redemption date. If Convertible Debentures are redeemed on any March 31, June 30, September 30, or December 31, accrued and unpaid interest shall be payable to holders of record on the relevant record date. The Company may not redeem fewer than all of the outstanding Convertible Debentures unless all accrued and unpaid interest has been paid on all Convertible Debentures for all quarterly interest payment periods terminating on or prior to the date of redemption. So long as the corresponding Trust Securities are outstanding, the proceeds from the redemption of the Convertible Debentures will be used to redeem the Trust Securities. If the Notes Convertible Debentures are only partially redeemed pursuant to this Section 3.01(a)10.2, the Notes Convertible Debentures will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemedrata. The Optional Redemption Price Price, together with any required interest 727411.13 34 payment, shall be paid in immediately available funds prior to 12:00 noon, New York time, on the redemption date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price Price, together with any required interest payment, by 10:00 a.m., New York time, on the date such Optional Redemption Price is amounts are to be paid. Partial redemptions must be in an amount not less than $1,000 principal amount of Convertible Debentures. If Convertible Debentures selected for partial redemption are converted in part before termination of the conversion right with respect to the portion of the Convertible Debentures so selected, the converted portion of the Convertible Debentures shall be deemed (so far as may be) to be the portion selected for redemption. Convertible Debentures (or portions thereof) which have been converted during a selection of Convertible Debentures to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. In any case where more than one Convertible Debenture is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Convertible Debenture. If any Convertible Debenture called for redemption is converted into Common Shares of the Company, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Convertible Debenture to receive interest as provided in the last paragraph of Section 2.9) be paid to the Company upon the Company's request or, if then held by the Company, shall be discharged from such trust. (b) The following terms have If a partial redemption of the meanings given Convertible Debentures would result in the delisting of the Convertible Preferred Securities issued by the Trust from any national securities exchange or other organization on which the Convertible Preferred Securities are then listed, the Company shall not be permitted to them effect such partial redemption and may only redeem the Convertible Debentures in this Section 3.01(b)whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b3.2(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right to redeem the NotesConvertible Debentures, in whole or in part, at any time or from time to time, on or after April 1, 1999, or at any time in certain circumstances upon the occurrence of a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption DateSpecial Event. Any redemption pursuant to the preceding this paragraph will be made upon not less than 30 days nor more than 60 days' prior days notice before to the Redemption Date to each Holder of the NotesConvertible Debentures, at the following prices (expressed as percentages of the principal amount of the Convertible Debentures) (the "Optional Redemption Price") together with accrued and unpaid interest, including Additional interest to, but excluding, the redemption date, if redeemed during the 12-month period beginning April 1: Year Redemption Price ---- ---------------- 1999 2000 2001 2002 2003 2004 2005 2006 and thereafter The proceeds from the redemption of any of the Convertible Debentures will be used to redeem Convertible Preferred Securities. If the Notes Convertible Debentures are only partially redeemed pursuant to this Section 3.01(a)3.2, the Notes Convertible Debentures will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes Convertible Debentures are registered as a Global NoteDebenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes Convertible Debentures held by each Holder of Notes Debenture to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms have If a partial redemption of the meanings given Convertible Debentures would result in the delisting of the Convertible Preferred Securities issued by the Trust from any national securities exchange or other organization on which the Convertible Preferred Securities are then listed, the Company shall not be permitted to them effect such partial redemption and may only redeem the Convertible Debentures in this Section 3.01(b)whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except Except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the NotesDebentures, in whole or in part, at any time or from time to time, on or after _____, 2008, at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Date. Any redemption pursuant to the preceding paragraph will this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' prior notice before to the Redemption Date to each Holder holder of the NotesDebentures, at the Optional Redemption Price. If the Notes Debentures are only partially redeemed pursuant to this Section 3.01(a3.3(a), the Notes will Debentures shall be redeemed pro rata or by lot or by any in such other method utilized by manner as the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary Trustee shall determine, deem appropriate and fair in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemeddiscretion. The Optional Redemption Price redemption shall be paid effected prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay effectuate the Optional Redemption Price redemption by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms Company shall have the meanings given right to them redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.01(b)3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI terms of the Indenture, except as otherwise may the Notes shall be specified in this Supplemental Indenture, the Company shall have the right to redeem the Notes, redeemable in whole or in part, at the Company’s option, at any time or and from time to time, time at a redemption price (the "“Optional Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) Remaining Scheduled Payments discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate Rate, plus 25 30 basis points plus points, plus, in the case of either clause (i) or (ii) accrued and unpaid interest thereon to, but not including, the Redemption Date; provided, however, that if the Company redeems any Notes on or after September 6, 2028 (the date falling three months prior to the Stated Maturity), the redemption price for the Notes will be equal to 100% of the principal amount being redeemed of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Any However, if the redemption pursuant date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, the full amount of accrued and unpaid interest due on such Interest Payment Date will be paid to the preceding paragraph will Holder of record at the close of business on the Regular Record Date. The Optional Redemption Price shall be made upon determined by the Company. (b) Notice of any redemption shall be mailed (or otherwise electronically delivered) not less than 30 nor 10 days and not more than 60 days' days prior notice before to the Redemption Date to each Holder of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall In connection with any redemption of Notes, any such redemption may, at the Company’s discretion, be paid prior subject to 12:00 noonone or more conditions precedent. In addition, New York time, on the date of if such redemption or at notice is subject to satisfaction of one or more conditions precedent, such earlier notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company determines provided in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company shall deposit with in its sole discretion) by the Trustee an amount sufficient to pay Redemption Date (whether the original Redemption Date or the Redemption Date so delayed). In addition, the Company may provide in such notice that payment of the Optional Redemption Price and performance of the Company’s obligations with respect to such redemption may be performed by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidanother person. (bc) The following terms have Unless the meanings given Company defaults in payment of the Optional Redemption Price, from and after the Redemption Date, interest shall cease to them accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method that the Trustee deems to be fair and appropriate and may provide for the selection for redemption of a portion of the principal amount of Notes held by a Holder equal to an authorized denomination. If the Company redeems less than all of the Notes and the Notes are then held in this Section 3.01(b)book-entry form, the redemption will be made in accordance with the Depositary’s customary procedures.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI Eleven of the Indenture, except as otherwise may be specified in this Supplemental Base Indenture, the Company shall have the right to redeem any series of the Notes, in whole or in part, at any time or and from time to timetime prior to the 2030 Par Call Date, in the case of the 2030 Notes or prior to the 2050 Par Call Date, in the case of the 2050 Notes, at a redemption price (the "“Make-Whole Optional Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) the sum of (x) the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on the applicable Par Call Date (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months), at the Adjusted Treasury Rate plus (y) 25 basis points points, in the case of the 2030 Notes, and 25 basis points, in the case of the 2050 Notes, plus accrued and unpaid interest on the principal amount being redeemed to the Redemption Date. Any redemption pursuant to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before but excluding the Redemption Date for the Notes to each Holder be redeemed. (b) Subject to Article Eleven of the Base Indenture, the Company shall have the right to redeem any series of the Notes, in whole or in part, at any time and from time to time on or after the 2030 Par Call Date, in the case of the 2030 Notes or on or after the 2050 Par Call Date, in the case of the 2050 Notes, at a redemption price (the “Par Call Optional Redemption Price. If the Notes are only partially redeemed pursuant ”) equal to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time 100% of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of the Notes to be redeemed. The , plus accrued and unpaid interest to but excluding the Redemption Date. (c) On and after the applicable Redemption Date, interest will cease to accrue on the Notes or any portion of the Notes called for redemption (unless the Company defaults in the payment of the Optional Redemption Price shall be paid prior to 12:00 noonand accrued interest). On or before the applicable Redemption Date, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall will deposit with a Paying Agent (or the Trustee an amount Trustee) money sufficient to pay the Optional Redemption Price of, and accrued interest on, the Notes to be redeemed on such Redemption Date. If less than all of the Notes of a series are to be redeemed, the Notes to be redeemed shall be selected by 10:00 a.m.the Trustee in compliance with the requirements of the principal national securities exchange, New York timeif any, on by lot and subject to Applicable Procedures of the date Depository or by such method as the Trustee shall deem appropriate. (d) Notice of any redemption pursuant to this Section 4.1 shall be given as provided in Section 1104 of the Base Indenture, except that any notice of such redemption shall not specify the related Optional Redemption Price but only the manner of calculation thereof. The Trustee shall not be responsible for the calculation of such Optional Redemption Price. The Company shall calculate such Optional Redemption Price is to be paidand promptly notify the Trustee thereof. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject At any time prior to the provisions of Section 3.01(b) and to the provisions of Article XI of the IndentureFebruary 1, except as otherwise may be specified in this Supplemental Indenture2015, the Company may redeem up to 35% of the principal amount of the Notes with the net cash proceeds of one or more Public Equity Offerings of its common stock at a redemption price (expressed as a percentage of principal amount) of 105.5%, plus accrued and unpaid interest to the Redemption Date; provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued on the Issue Date remains Outstanding after each such redemption; and (ii) notice of any such redemption (with a copy to the Trustee) is mailed within 60 days of each such Public Equity Offering. (b) The Company shall have the right to may redeem the Notes, in whole or in part, Notes at any time in whole, or from time to timetime in part, at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) the sum of the present values of the remaining scheduled payments of principal and interest (on the Notes to be redeemed, exclusive of interest accrued to the Redemption Date) date of redemption, discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the applicable Treasury Rate Yield, plus 25 fifty (50) basis points plus plus, accrued and unpaid interest on the principal amount being redeemed thereon to the Redemption Date. Any redemption pursuant . (c) Notwithstanding subsections (a) and (b) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the preceding paragraph will registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the amount payable on redemption, on and after the Redemption Date, interest shall cease to accrue on the Notes or portions thereof that are called for redemption. (d) The Notes called for redemption become due on the date fixed for redemption. Notices of redemption shall be made upon mailed by first-class mail at least thirty (30) but not less than 30 nor more than 60 days' prior notice sixty (60) days before the such Redemption Date to each Holder of the NotesNotes to be redeemed at its registered address (with a copy to the Trustee). At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days prior to the Optional Redemption PriceDate, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice. The Company shall calculate the amount payable on redemption and shall deliver an Officer’s Certificate to the Trustee setting forth the amount payable on redemption no later than two (2) Business Days prior to the Redemption Date. (e) If less than all the Notes are only partially to be redeemed pursuant to this Section 3.01(a)at any time, the Notes will to be redeemed pro rata shall be selected by lot by DTC, in the case of Global Notes, or by lot or the Trustee by any other a method utilized the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note. No Notes of $2,000 in principal amount or less shall be redeemed in part. If any Note is to be redeemed in part only, the Depositary shall determine, in accordance with its procedures, notice of redemption relating to such Note will state the portion of the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall A new Note in principal amount equal to the unredeemed portion will be paid prior to 12:00 noon, New York time, on issued upon cancellation of the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidoriginal Note. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the The Company shall have the right to redeem the Notes, in whole or in part, Notes at any time in whole or from time to time, time in part at a redemption price (the "Optional “Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive not including any portion of such payments of interest accrued to as of the Redemption Date) date of redemption), discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate Rate, plus 25 twelve (12) basis points plus points; plus, in each case, accrued and unpaid interest thereon to the date of redemption. (b) Notwithstanding subsection (a) above, installments of interest on the principal amount being redeemed Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date. Any , interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (c) Notices of redemption pursuant to the preceding paragraph will shall be made upon mailed at least thirty (30) but not less than 30 nor more than 60 days' prior notice sixty (60) days before the Redemption Date to each Holder of the Notes, Notes to be redeemed at its registered address. The Company shall calculate the Optional Redemption Price. Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are only partially to be redeemed pursuant to this Section 3.01(a)at any time, the Notes will to be redeemed pro rata shall be selected by lot by DTC, in the case of Global Notes, or by lot or the Trustee by any other a method utilized the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to Article Eleven of the provisions of Section 3.01(b) and Base Indenture, prior to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental IndenturePar Call Date, the Company shall have the right to may redeem the NotesNotes of the applicable series, at its option, in whole or in part, at any time or and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the "“Make-Whole Optional Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (iia) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive on the Notes of interest accrued to the Redemption Date) such series discounted to the Redemption Date (assuming the Notes of such series matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate plus 25 10 basis points plus points, in the case of the 2028 Notes, and 10 basis points, in the case of the 2031 Notes, less (b) interest accrued to the Redemption Date, and (2) 100% of the principal amount of the Notes of such series to be redeemed, plus, in either case, accrued and unpaid interest on the principal amount being Notes of such series to be redeemed to the Redemption Date. Any . (b) Subject to Article Eleven of the Base Indenture, on or after the Par Call Date, the Company may redeem the Notes of the applicable series, in whole or in part, at a redemption pursuant price (the “Par Call Optional Redemption Price”) equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest on the Notes to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before Redemption Date. (c) Unless the Redemption Date to each Holder Company defaults in payment of the Notes, at the Optional Redemption Price. If , on and after the Redemption Date interest will cease to accrue on the Notes are only partially redeemed or portions thereof called for redemption. (d) Notice of any redemption pursuant to this Section 3.01(a)4.1 shall be given as provided in Section 1104 of the Base Indenture, the Notes will be redeemed pro rata or by lot or by except that any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount notice of such Notes held by each Holder redemption shall not specify the related Optional Redemption Price but only the manner of Notes to be redeemedcalculation thereof. The Trustee shall not be responsible for the calculation of such Optional Redemption Price. The Company shall calculate such Optional Redemption Price and promptly notify the Trustee thereof. The Company’s actions and determinations in determining the Optional Redemption Price shall be paid prior to 12:00 noonconclusive and binding for all purposes, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidabsent manifest error. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to Article Eleven of the provisions of Section 3.01(b) and Base Indenture, prior to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental IndenturePar Call Date, the Company shall have the right to may redeem the Notes, at its option, in whole or in part, at any time or and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the "“Make-Whole Optional Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (iia) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to on the Redemption Date) Notes discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate plus 25 20 basis points plus points, less (b) interest accrued to the Redemption Date, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest on the principal amount being Notes to be redeemed to the Redemption Date. Any redemption pursuant . (b) Subject to Article Eleven of the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before Base Indenture, on or after the Redemption Date to each Holder of Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price (the “Par Call Optional Redemption Price”) equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest on the Notes to the Redemption Date. (c) Unless the Company defaults in payment of the Optional Redemption Price. If , on and after the Redemption Date interest will cease to accrue on the Notes are only partially redeemed or portions thereof called for redemption. (d) Notice of any redemption pursuant to this Section 3.01(a)4.1 shall be given as provided in Section 1104 of the Base Indenture, the Notes will be redeemed pro rata or by lot or by except that any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount notice of such Notes held by each Holder redemption shall not specify the related Optional Redemption Price but only the manner of Notes to be redeemedcalculation thereof. The Trustee shall not be responsible for the calculation of such Optional Redemption Price. The Company shall calculate such Optional Redemption Price and promptly notify the Trustee thereof. The Company’s actions and determinations in determining the Optional Redemption Price shall be paid prior to 12:00 noonconclusive and binding for all purposes, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidabsent manifest error. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except Except as otherwise may be specified in this Supplemental IndentureIndenture No. 2, the Company shall have the right to redeem the 2025 Senior Notes, in whole or in part, at any time or from time to timetime prior to December 15, 2024, at a redemption price (the "Optional Redemption Price") equal to the greater of: (i) 100% of the aggregate principal amount of the 2025 Senior Notes being redeemed, plus accrued and unpaid interest to to, but excluding, the Redemption Date; orand (ii) the sum sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest in respect of the 2025 Senior Notes being redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate plus 25 basis points points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. At any time on or after December 15, 2024, the Company shall have the right to redeem the 2025 Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to, but excluding, the Redemption Date. (b) Except as otherwise may be specified in this Supplemental Indenture No. 2, the Company shall have the right to redeem the 2034 Senior Notes, in whole or in part, at any time or from time to time prior to April 1, 2034, at a redemption price equal to the greater of: (i) 100% of the aggregate principal amount of the 2034 Senior Notes being redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date; and (ii) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest in respect of the 2034 Senior Notes being redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. At any time on or after April 1, 2034, the Company shall have the right to redeem the 2034 Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to, but excluding, the Redemption Date. The redemption prices set forth in this Section 3.01 shall be referred to as the “Optional Redemption Prices.” The Company will deliver notice of such redemption to the registered holders of the Notes to be redeemed not less than 10 nor more than 60 days prior to the Redemption Date. Any redemption pursuant to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a)3.01, the Notes to be redeemed will be redeemed pro rata or by lot or by any other method utilized selected by the TrusteeTrustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such the Notes to be redeemed held by each Holder of Notes to be redeemedits participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. If money sufficient to pay the Optional Redemption Price of all of the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or paying agent on or before the Redemption Date and certain other conditions are satisfied, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture3.3(c), except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the NotesDebentures, in whole or in part, at any time or from time to time, on or after September 30, 2007, at a redemption price (the "Optional Redemption Price") Price equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the Redemption Date; or (ii) the sum date of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount being redeemed to the Redemption Datesuch redemption. Any redemption pursuant to the preceding paragraph will this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' prior notice before to the Redemption Date to each Holder holder of the NotesDebentures, at the Optional Redemption Price. If the Notes Debentures are only partially redeemed pursuant to this Section 3.01(a3.3(a), the Notes will Debentures shall be redeemed pro rata or by lot or by any in such other method utilized by manner as the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary Trustee shall determine, deem appropriate and fair in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemeddiscretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The following terms Subject to the provisions of Section 3.3(c), the Company shall have the meanings given right to them redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.01(b)3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from the New York Stock Exchange or any other national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject At any time or from time to the provisions of Section 3.01(b) and time prior to the provisions of Article XI of the IndentureJuly 23, except as otherwise may be specified in this Supplemental Indenture2043, the Company shall have the right at its option to redeem the Notes, in whole or in part, at any time or from time to time, at a redemption price (the "Optional “Make-Whole Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes to the Redemption Datebe redeemed; orand (ii) the sum of the present values of the each remaining scheduled payments payment of principal of and interest on the Notes to be redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate plus 25 45 basis points points, plus accrued and unpaid interest on the principal amount being of the Notes to be redeemed to the Redemption Date. Any With respect to any redemption pursuant occurring prior to July 23, 2043, the Company shall give the Trustee notice of the Make-Whole Redemption Price promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation. (b) At any time or from time to time on or after July 23, 2043, the Company shall have the right at its option to redeem the Notes, in whole or in part, at a redemption price (the “Par Redemption Price” and together with the Make-Whole Redemption Price, each an “Optional Redemption Price”) equal to 100% of the principal amount of the Notes to be redeemed; plus, accrued and unpaid interest on the principal amount of the Notes to be redeemed to the preceding paragraph Redemption Date. (c) On and after a Redemption Date, interest will be made upon not less than 30 nor more than 60 days' prior notice cease to accrue on the Notes called for redemption or any portion of the Notes called for redemption (unless the Company defaults in the payment of the Optional Redemption Price and accrued and unpaid interest). On or before the Redemption Date Date, the Company shall deposit with the Trustee money sufficient to each Holder of the Notes, at pay the Optional Redemption PricePrice of and (unless the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest to the Redemption Date on the Notes to be redeemed on such date. If less than all of the Notes are only partially redeemed pursuant to this Section 3.01(a)be redeemed, the Notes to be redeemed will be redeemed pro rata or by lot or by any other method utilized selected by the TrusteeTrustee by such method as the Trustee will deem fair and appropriate; provided, however, that no Notes of a principal amount of $2,000 or less shall be redeemed in part, provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such the Notes to be redeemed held by each Holder of its participants that holds a position in such Notes. (d) The Company will mail notice of such redemption to the registered holders of the Notes to be redeemed. The Optional Redemption Price shall be paid redeemed not less than 30 nor more than 60 days prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidDate. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except Except as otherwise may be specified in this Ninth Supplemental Indenture, the Company shall have the right to redeem the NotesNotes may be redeemed, in whole whole, at any time, or in part, at any time or from time to time, at the option of the Company as follows: (a) If the Notes are redeemed before the Par Call Date, the Notes being redeemed shall be redeemed at a redemption price (the "Optional Redemption Price") Price equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest of the Notes then outstanding to the Redemption Datebe redeemed; orand (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive not including any portion of such payments of interest accrued to as of the Redemption Date and, for purposes of the calculation, assuming that the Notes would be redeemed on the Par Call Date) ), discounted to the Redemption Date on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day months ACTUAL/ACTUAL (ICMA)) at the Treasury Rate applicable Comparable Government Bond Rate, plus 25 15 basis points plus (0.15%), plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. (b) If the Notes are redeemed on or after the Par Call Date, the Notes shall be redeemed at a Redemption Price equal to 100% of the principal amount of the Notes then outstanding to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. (c) Installments of interest on the Notes being redeemed that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date shall be payable on the Interest Payment Date to the Holders as of the close of business on the relevant Regular Record Date. (d) If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected, in the case of global notes, in accordance with the policies and procedures of Euroclear or Clearstream, and in the case of certificated notes, by the Trustee by lot, but in either case consistent with any applicable listing standards. In the event of redemption of Notes in part only, a new Note or Notes of like tenor of the unredeemed portion thereof (which shall not be less than the minimum authorized denomination for the Notes) shall be issued in the name of the Holder thereof upon cancellation thereof. The Trustee shall have no duty or obligation to calculate any Redemption Price or any component thereof, and the Trustee shall be entitled to receive and conclusively rely upon an Officers’ Certificate delivered by the Company that specifies any Redemption Price. (e) Notice of redemption shall be delivered electronically in accordance with the policies and procedures of Euroclear or Clearstream, or otherwise by first-class mail, postage prepaid, sent not less than 10 nor more than 60 days prior to the Redemption Date. Any redemption pursuant , to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York timeat his, on her, or its address appearing in the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidSecurity Register. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except Except as otherwise may be specified in this Supplemental IndentureIndenture No. 10, the Company shall have the right to redeem the Notes, in whole or in part, at any time or from time to time, at a redemption price (the "“Optional Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to to, but excluding, the Redemption Date; orand (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate plus 25 35 basis points points, plus accrued and unpaid interest on the principal amount being redeemed to to, but excluding, the Redemption Date. Any The Company will mail notice of such redemption pursuant to the preceding paragraph will registered holders of the Notes to be made upon redeemed not less than 30 nor more than 60 days' days prior notice before to the Redemption Date to each Holder of the Notes, at the Optional Redemption PriceDate. If the Notes are only partially redeemed pursuant to this Section 3.01(a)3.01, the Notes to be redeemed will be redeemed pro rata or by lot or by any other method utilized selected by the TrusteeTrustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such the Notes to be redeemed held by each Holder of Notes to be redeemedits participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. The Trustee shall not be responsible for calculating the Optional Redemption Price. (b) The following terms have the meanings given to them in this Section 3.01(b).

Optional Redemption by Company. (a) Subject Prior to March 28, 2031 (the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture“Par Call Date”), the Company shall have the right to may redeem the NotesNotes at its option, in whole or in part, at any time or from time to time, at a redemption price price, expressed as a percentage of principal amount and rounded to three decimal places, (the "Optional “Make-Whole Redemption Price"”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date; or (iia) the sum of the present values of the remaining scheduled payments of principal of and interest (exclusive of interest accrued to the Redemption Date) thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months months) at the Treasury Rate plus 25 20 basis points plus less (b) interest accrued interest on to the Redemption Date, and (ii) 100% of the principal amount being redeemed of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Any With respect to any redemption pursuant occurring prior to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior Par Call Date, the Company shall give the Trustee notice before the Redemption Date to each Holder of the Notes, at Make-Whole Redemption Price promptly after the Optional Redemption Price. If calculation thereof and the Notes are only partially redeemed pursuant to this Section 3.01(a)Trustee shall have no responsibility for such calculation. (b) On or after the Par Call Date, the Notes will be redeemed pro rata redeemable, in whole at any time or by lot or by any other method utilized by the Trustee; providedin part from time to time, that if at the time Company’s option at a redemption price (the “Par Redemption Price”) equal to 100% of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of the Notes to be redeemed. ; plus, accrued and unpaid interest thereon to the Redemption Date. (c) The Company may redeem the Notes in whole, but not in part, on not more than 60 days’ and not less than 30 days’ notice, at a redemption price (the “Tax Redemption Price” and, together with the Make-Whole Redemption Price and the Par Redemption Price, each an “Optional Redemption Price”) equal to 100% of their principal amount, plus all accrued but unpaid interest through the Redemption Date if the Company determines that as a result of a Change in Tax Law: (i) the Company has or will become obligated to pay additional amounts as described in Article 5 below; or (ii) there is a substantial possibility that the Company will be required to pay such additional amounts as described in Article 5 below. (d) Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant Record Date according to the Notes and the Indenture. (e) On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption or any portion of the Notes or portions thereof called for redemption (unless the Company defaults in the payment of the Optional Redemption Price shall be paid prior to 12:00 noonand accrued and unpaid interest). On or before the Redemption Date, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount money sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, of and (unless the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest to the Redemption Date on the date Notes to be redeemed on such date. (f) In the case of a partial redemption, selection of the Notes for redemption will be made by the Trustee by lot, provided, that the Notes represented by Global Notes will be selected in accordance with the procedures of DTC or another depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. For so long as the Notes are held by DTC, Euroclear, Clearstream (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary. (g) The Company’s actions and determinations in determining the Optional Redemption Price is to shall be paidconclusive and binding for all purposes, absent manifest error. (bh) The following terms Company will send notice of any redemption by mail or electronically delivered (or otherwise transmit in accordance with the Depositary’s procedures) at least 10 days (or, in the case of a redemption as set forth in Section 3.01(c) above, at least 30 days) but not more than 60 days before the Redemption Date to each holder of the Notes to be redeemed. (i) The Trustee shall have no responsibility with respect to the meanings given to them in this Section 3.01(b)determination of the Optional Redemption Price.