Common use of Ranking and Liquidation Preference Clause in Contracts

Ranking and Liquidation Preference. The Company Preferred Securities ordinarily will rank senior to the Company Common Securities as to payment of dividends. However, the Bank has the right to shift the dividend preference of the Company Preferred Securities to the Company Common Securities on any Dividend Payment Dates to the extent that the Mandatory Dividend Payment Amount then required to be paid as dividends on the Company Preferred Securities (if any) is less than full dividends on the Company Preferred Securities. If the Bank shifts the dividend preference to the Company Common Securities, the interest payment received by the Company on the Subordinated Notes will be returned as dividends to the Bank as holder of the Company Common Securities before any dividends are paid on the Company Preferred Securities. As long as any Company Preferred Securities are outstanding, the Bank, to the fullest extent permitted by law, will take no voluntary action to cause the Company to dissolve or liquidate unless the Bank also liquidates. If the Bank is liquidated, whether voluntarily or involuntarily (and whether in connection with the occurrence of a Bankruptcy Event or otherwise), the Company will be liquidated. If the Company dissolves, liquidates, or winds up, then, after the claims of any creditors of the Company are satisfied, the holders of the Company Preferred Securities will be entitled to receive, before any distribution of assets is made to the holders of Company Junior Securities upon liquidation, liquidating distributions in respect of the Company Preferred Securities in the amount of the liquidation preference of their Company Preferred Securities plus an amount equal to unpaid dividends, if any, on the Company Preferred Securities with respect to the current Dividend Period accrued on a daily basis to the date of liquidation, plus an amount equal to unpaid Definitive Dividends for any prior Dividend Period, but without interest and without accumulation of unpaid Nondefinitive Dividends for any prior Dividend Period. Notwithstanding and as a limitation on the foregoing, the holders of the Company Preferred Securities may not receive liquidating distributions in a liquidation of the Company in an amount exceeding the liquidating distributions to which they would have been entitled had they instead owned preferred shares of the Bank having an aggregate liquidation preference equal to the aggregate liquidation preference of the Company Preferred Securities and bearing dividends at the rate of dividends applicable to the Company Preferred Securities. The holders of the Company Common Securities will be entitled to share pro rata in any remaining assets of the Company only after holders of the Company Preferred Securities have received the amounts described above.

Ranking and Liquidation Preference. The Company Preferred Securities ordinarily will rank senior to the Company Common Securities as to payment of dividends. However, the Bank has the right to shift the dividend preference of the Company Preferred Securities to the Company Common Securities on any Dividend Payment Dates to the extent that the Mandatory Dividend Payment Amount then required to be paid as If full dividends on the Company Preferred Securities (if any) is less than full are paid on any Dividend Payment Date and, after giving effect to such payment, the Company has additional funds available for the payment of dividends, the Company, in its discretion, may apply such additional funds to pay dividends on the Company Preferred Common Securities. If Subject to the Bank shifts first sentence of Section 14.5, in the dividend preference event of any voluntary or involuntary dissolution, liquidation or winding up of the Company, after satisfaction of liabilities to creditors, if any, but before any liquidating distribution is made to holders of the Company Common Securities, the interest payment received by the Company on the Subordinated Notes will be returned as dividends to the Bank as holder of the Company Common Securities before any dividends are paid on the Company Preferred Securities. As long as any Company Preferred Securities are outstanding, the Bank, to the fullest extent permitted by law, will take no voluntary action to cause the Company to dissolve or liquidate unless the Bank also liquidates. If the Bank is liquidated, whether voluntarily or involuntarily (and whether in connection with the occurrence of a Bankruptcy Event or otherwise), the Company will be liquidated. If the Company dissolves, liquidates, or winds up, then, after the claims of any creditors of the Company are satisfied, the holders of the Company Preferred Securities will be entitled to receive, before any receive out of the assets of the Company available for distribution of assets is made to the holders of Company Junior Securities upon in liquidation, liquidating distributions in respect of the Company Preferred Securities in equal to the amount "LIQUIDATION PREFERENCE CLAIM AMOUNT." That amount, for each $__________.00 Liquidation Preference of the liquidation preference of their Company Preferred Securities Securities, is equal to: (i) $__________.00, plus an amount equal to (ii) unpaid dividends, if any, on the Company Preferred Securities Dividends thereon with respect to the current Dividend Period accrued on a daily basis to through the date of liquidation, plus an amount equal to (iii) accrued and unpaid Definitive Dividends Preferred Dividends, if any, for any prior Dividend Period, but without interest and without accumulation plus (iv) the related amount of unpaid Nondefinitive Dividends for any prior Dividend Periodpremium, if any, paid by TECO upon the concurrent redemption of a Like Amount of Notes. Notwithstanding and as a limitation on the foregoing, After the holders of the Company Preferred Securities may not receive liquidating distributions in a liquidation of have received the Company in an amount exceeding the liquidating distributions Liquidation Preference Claim Amount with respect to which they would have been entitled had they instead owned preferred shares of the Bank having an aggregate liquidation preference equal to the aggregate liquidation preference of the Company Preferred Securities and bearing dividends at the rate of dividends applicable to the Company Preferred such Securities. The , holders of the Company Common Securities will be entitled to share pro rata equally and ratably in any remaining assets of the Company only after holders of the Company Preferred Securities have received the amounts described aboveCompany.

Ranking and Liquidation Preference. The Company Preferred Securities ordinarily will rank senior to the Company Common Securities as to payment of dividends. However, the Bank has the right to shift the dividend preference of the Company Preferred Securities to the Company Common Securities on any Dividend Payment Dates to the extent that the Mandatory Dividend Payment Amount then required to be paid as dividends on the Company Preferred Securities (if any) is less than full dividends on the Company Preferred Securities. If the Bank shifts the dividend preference to the Company Common Securities, the interest payment received by the Company on the Subordinated Notes will be returned as dividends to the Bank as holder of the Company Common Securities before any dividends are paid on the Company Preferred Securities. -32- 38 As long as any Company Preferred Securities are outstanding, the Bank, to the fullest extent permitted by law, will take no voluntary action to cause the Company to dissolve or liquidate unless the Bank also liquidates. If the Bank is liquidated, whether voluntarily or involuntarily (and whether in connection with the occurrence of a Bankruptcy Event or otherwise), the Company will be liquidated. If the Company dissolves, liquidates, or winds up, then, after the claims of any creditors of the Company are satisfied, the holders of the Company Preferred Securities will be entitled to receive, before any distribution of assets is made to the holders of Company Junior Securities upon liquidation, liquidating distributions in respect of the Company Preferred Securities in the amount of the liquidation preference of their Company Preferred Securities plus an amount equal to unpaid dividends, if any, on the Company Preferred Securities with respect to the current Dividend Period accrued on a daily basis to the date of liquidation, plus an amount equal to unpaid Definitive Dividends for any prior Dividend Period, but without interest and without accumulation of unpaid Nondefinitive Dividends for any prior Dividend Period. Notwithstanding and as a limitation on the foregoing, the holders of the Company Preferred Securities may not receive liquidating distributions in a liquidation of the Company in an amount exceeding the liquidating distributions to which they would have been entitled had they instead owned preferred shares of the Bank having an aggregate liquidation preference equal to the aggregate liquidation preference of the Company Preferred Securities and bearing dividends at the rate of dividends applicable to the Company Preferred Securities. The holders of the Company Common Securities will be entitled to share pro rata in any remaining assets of the Company only after holders of the Company Preferred Securities have received the amounts described above.

Ranking and Liquidation Preference. The Company LLC Preferred Securities ordinarily will rank senior to the Company LLC Common Securities as to payment of dividends. However, If full dividends on the Bank has the right to shift the dividend preference of the Company LLC Preferred Securities to the Company Common Securities are paid on any Dividend Payment Dates Date and, after giving effect to such payment, the extent that LLC has additional funds available for the Mandatory Dividend Payment Amount then required payment of dividends, the LLC, in its discretion, may apply such additional funds to be paid as pay dividends on the Company Preferred Securities (LLC Common Securities. Subject to the first sentence of Section 14.5, in the event of any voluntary or involuntary dissolution, liquidation or winding up of the LLC, after satisfaction of liabilities to creditors, if any) , but before any liquidating distribution is less than full dividends on made to holders of the Company Preferred Securities. If the Bank shifts the dividend preference to the Company LLC Common Securities, the interest payment received by the Company on the Subordinated Notes will be returned as dividends to the Bank as holder of the Company Common Securities before any dividends are paid on the Company Preferred Securities. As long as any Company Preferred Securities are outstanding, the Bank, to the fullest extent permitted by law, will take no voluntary action to cause the Company to dissolve or liquidate unless the Bank also liquidates. If the Bank is liquidated, whether voluntarily or involuntarily (and whether in connection with the occurrence of a Bankruptcy Event or otherwise), the Company will be liquidated. If the Company dissolves, liquidates, or winds up, then, after the claims of any creditors of the Company are satisfied, the holders of the Company LLC Preferred Securities will be entitled to receive, before any receive out of the assets of the LLC available for distribution of assets is made to the holders of Company Junior Securities upon in liquidation, liquidating distributions in respect of the Company LLC Preferred Securities in the amount of the liquidation preference of their Company Preferred Securities plus an amount equal to the "LIQUIDATION PREFERENCE CLAIM AMOUNT." The Liquidation Preference Claim Amount, for each $25.00 Liquidation Preference of LLC Preferred Securities, is equal to: (i) $25.00, plus (ii) unpaid dividends, if any, on the Company Preferred Securities Dividends thereon with respect to the current Dividend Period accrued on a daily basis to through the date of liquidation, plus an amount equal to (iii) accrued and unpaid Definitive Dividends for any prior Dividend PeriodPreferred Dividends, but without interest and without accumulation of unpaid Nondefinitive Dividends if any, for any prior Dividend Period. Notwithstanding and as a limitation on the foregoing, After the holders of the Company LLC Preferred Securities may not receive liquidating distributions in a liquidation of have received the Company in an amount exceeding the liquidating distributions Liquidation Preference Claim Amount with respect to which they would have been entitled had they instead owned preferred shares of the Bank having an aggregate liquidation preference equal to the aggregate liquidation preference of the Company Preferred Securities and bearing dividends at the rate of dividends applicable to the Company Preferred such Securities. The , holders of the Company LLC Common Securities will be entitled to share pro rata equally and ratably in any remaining assets of the Company only after holders of the Company Preferred Securities have received the amounts described aboveLLC.

Ranking and Liquidation Preference. The Company Preferred Securities ordinarily will rank senior to the Company Common Securities as to payment of dividends. However, the Bank has the right to shift the dividend preference of the Company Preferred Securities to the Company Common Securities on any Dividend Payment Dates to the extent that the Mandatory Dividend Payment Amount then required to be paid as dividends on the Company Preferred Securities (if any) is less than full dividends on the Company Preferred Securities. If the Bank shifts the dividend preference to the Company Common Securities, the interest payment received by the Company on the Subordinated Notes will be returned as dividends to the Bank as holder of the Company Common Securities before any dividends are paid on the Company Preferred Securities. As long as any Company Preferred Securities are outstanding, the Bank, to the fullest extent permitted by law, will take no voluntary action to cause the Company to dissolve or liquidate unless the Bank also liquidates. If the Bank is liquidated, whether voluntarily or involuntarily (and whether in connection with the occurrence of a Bankruptcy Event or otherwise), the Company will be liquidated. If the Company dissolves, liquidates, or winds up, then, after the claims of any creditors of the Company are satisfied, the holders of the Company Preferred Securities will be entitled to receive, before any distribution of assets is made to the holders of Company Junior Securities upon liquidation, liquidating distributions in respect of the Company Preferred Securities in the amount of the liquidation preference of their Company Preferred Securities plus an amount -29- 35 equal to unpaid dividends, if any, on the Company Preferred Securities with respect to the current Dividend Period accrued on a daily basis to the date of liquidation, plus an amount equal to unpaid Definitive Dividends for any prior Dividend Period, but without interest and without accumulation of unpaid Nondefinitive Dividends for any prior Dividend Period. Notwithstanding and as a limitation on the foregoing, the holders of the Company Preferred Securities may not receive liquidating distributions in a liquidation of the Company in an amount exceeding the liquidating distributions to which they would have been entitled had they instead owned preferred shares of the Bank having an aggregate liquidation preference equal to the aggregate liquidation preference of the Company Preferred Securities and bearing dividends at the rate of dividends applicable to the Company Preferred Securities. The holders of the Company Common Securities will be entitled to share pro rata in any remaining assets of the Company only after holders of the Company Preferred Securities have received the amounts described above.