Common use of Redemption Date Clause in Contracts

Redemption Date. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by lot or pro rata or by any other substantially equivalent method determined by the Depositary with the approval of the Company. Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Stock to be redeemed by it as set forth in the Company's notice provided for in the preceding paragraph) all dividends in respect of the shares of Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed at a redemption price per Depositary Share equal to [specify fraction] times the redemption price per share paid in respect of shares of Stock pursuant to the Certificate plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Company in respect of dividends that on the Redemption Date have accrued on the shares of Stock to be so redeemed and that have not theretofore been paid. The foregoing shall be subject further to the terms and conditions of the Certificate. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary shall deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. Except as provided in the preceding paragraph of this Section 2.07, the Depositary shall not be required to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption in whole or in part. The Depositary shall remit to the Company any funds deposited by or for the account of the Company for the purpose of redeeming any Depositary Shares that the holders thereof have failed to redeem after two years from the date of such deposit, without further action necessary on the part of the Company.

Redemption Date. In case fewer less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected by lot or lot, pro rata or by any such other substantially equivalent method as may be determined by the Depositary with the approval of the Companyto be equitable. Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Stock to be redeemed by it as set forth in the Company's notice provided for in the preceding paragraph) all dividends in respect of the shares of Stock Depositary Shares so called for redemption shall cease to accrueaccrue and accumulate, the Depositary Shares called for redemption being redeemed from such proceeds shall be deemed no longer to be outstanding and outstanding, all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares, cease and terminate. Upon terminate and, upon surrender in accordance with said such notice of the Receipts evidencing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to [specify fraction] times the proportionate part of the redemption price per share paid in respect of the shares of Stock pursuant to the Certificate plus all money and other property, if any, represented by paid with respect to such Depositary Shares, including all amounts paid by the Company in respect of dividends that which on the Redemption Date have accrued accumulated on the shares of Stock to be so redeemed and that have not theretofore been paid. The foregoing shall be subject further to the terms and conditions of the Certificate. If fewer less than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary shall will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for the Depositary Shares called for redemptionpayment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. Except as provided in the preceding paragraph of this Section 2.07, the Depositary shall not be required to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption in whole or in part. The Depositary shall remit to the Company any funds deposited by or for the account of the Company for the purpose of redeeming any Depositary Shares that the holders thereof have failed to redeem after two years from the date of such deposit, without further action necessary on the part of the Company.

Redemption Date. In case fewer than all the outstanding Depositary Shares are event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof will be issued to the Holder hereof upon the cancellation hereof. If so specified on the face hereof or in the pricing supplement attached hereto or delivered herewith, this Note will be redeemed, repayable prior to Maturity at the Depositary Shares to be redeemed shall be selected by lot or pro rata or by any other substantially equivalent method determined by the Depositary with the approval option of the Company. Notice having been mailed by Holder on the Depositary as aforesaid, from and after Optional Repayment Dates shown on the Redemption Date (unless the Company shall have failed to redeem the shares of Stock to be redeemed by it as set forth face hereof or in the Company's notice provided for pricing supplement attached hereto or delivered herewith at the Optional Repayment Prices shown on the face hereof or in the preceding paragraph) all dividends in respect of the shares of Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed pricing supplement attached hereto or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed at a redemption price per Depositary Share equal to [specify fraction] times the redemption price per share paid in respect of shares of Stock pursuant to the Certificate plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Company in respect of dividends that on the Redemption Date have accrued on the shares of Stock to be so redeemed and that have not theretofore been paid. The foregoing shall be subject further to the terms and conditions of the Certificate. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary shall deliver to the holder of such Receipt upon its surrender to the Depositarydelivered herewith, together with payment interest accrued to the date of repayment. In order for this Note to be repaid, the Trustee must receive at least 30 but not more than 45 days prior to an Optional Repayment Date (i) this Note with the form below entitled "Option to Elect Repayment" duly completed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States of America setting forth the name of the redemption price for Holder of this Note, the Depositary Shares called for redemptionprincipal amount of the Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. Except as provided in the preceding paragraph of this Section 2.07, the Depositary shall not be required to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption in whole or in part. The Depositary shall remit to the Company any funds deposited by or for the account of the Company for the purpose of redeeming any Depositary Shares statement that the holders thereof have failed option to redeem elect repayment is being exercised hereby and a guarantee that this Note with the form below entitled "Option to Elect Repayment" duly completed will be received by the Trustee not later than five Business Days after two years from the date of such deposittelegram, without further action necessary telex, facsimile transmission or letter. If the guarantee procedure described in clause (ii) of the preceding sentence is followed, this Note with form duly completed must be received by the Trustee by such fifth Business Day. Any tender of this Note for repayment (except pursuant to a Reset Notice or an Extension Notice) shall be irrevocable. The repayment option may be exercised by the Holder of this Note for less than the entire principal amount of the Note, provided, that the principal amount of this Note remaining outstanding after repayment is an authorized denomination. Upon such partial repayment, this Note shall be canceled and a new Note or Notes for the remaining principal amount hereof shall be issued in the name of the Holder of this Note. Unless otherwise specified on the part face hereof or in the pricing supplement attached hereto or delivered herewith, this Note will not be subject to any sinking fund. Notwithstanding anything herein to the contrary, if this Note is an OID Note (other than an Indexed Note), the amount payable in the event of redemption or repayment prior to the Stated Maturity hereof (other than pursuant to an optional redemption by the Company at a stated Redemption Price) shall be the Amortized Face Amount of this Note as of the redemption date or the date of repayment, as the case may be. The Amortized Face Amount of this Note on any date shall be the amount equal to (i) the Issue Price set forth on the face hereof or in the pricing supplement attached hereto or delivered herewith plus (ii) that portion of the difference between such Issue Price and the stated principal amount of such Note that has accrued by such date at (x) the Bond Yield to Maturity set forth on the face hereof or in the pricing supplement attached hereto or delivered herewith or (y) if so specified, the Bond Yield to Call set forth on the face hereof or in the pricing supplement attached hereto or delivered herewith (computed in each case in accordance with generally accepted United States bond yield computation principles), provided, however, that in no event shall the Amortized Face Amount of a Note exceed its stated principal amount. The Bond Yield to Call listed on the face of this Note or in the pricing supplement attached hereto or delivered herewith shall be computed on the basis of the first occurring Optional Redemption Date with respect to such Note and the amount payable on such Optional Redemption Date. In the event that such Note is not redeemed on such first occurring Optional Redemption Date, the Bond Yield to Call with respect to such Note shall be recomputed on such Optional Redemption Date on the basis of the next occurring Optional Redemption Date and the amount payable on such Optional Redemption Date, and shall continue to be so recomputed on each succeeding Optional Redemption Date until the Note is so redeemed. The Company may at any time purchase Notes at any price in the open market or otherwise. Notes so purchased by the Company may, at the discretion of the Company, be held or resold or surrendered to the Trustee for such Notes for cancellation.

Redemption Date. In case fewer If less than all the outstanding Depositary Shares Company Securities are to be redeemed on a Redemption Date, then no Company Common Securities shall be redeemed unless and until all Company Preferred Securities have been redeemed, the Depositary Shares . The particular Company Preferred Securities to be redeemed shall be selected by lot or on a pro rata or by any other substantially equivalent method determined by the Depositary with the approval of the Company. Notice having been mailed by the Depositary as aforesaid, from and after basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Company from the outstanding Company Preferred Securities not previously called for redemption which may provide for the selection for redemption of portions (equal to $____ or an integral multiple of $___ in excess thereof) of the Liquidation Amount of Preferred Securities of a denomination larger than $____. The Company shall promptly notify the Trustee and the Registrar in writing of the Company Preferred Securities selected for redemption and, in the case of any Company Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Agreement, unless the context otherwise requires, all provisions relating to the redemption of Company Preferred Securities shall have failed to redeem relate, in the shares case of Stock any Company Preferred Securities redeemed or to be redeemed by it as set forth only in the Company's notice provided for in the preceding paragraph) all dividends in respect of the shares of Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shallpart, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice portion of the Receipts evidencing such Depositary Shares Liquidation Amount of Company Preferred Securities that has been or is to be redeemed. The Company will also have the right at any time prior to the Dividend Payment Date regularly scheduled to occur on _______________, 20_______, upon the occurrence of a Tax Event or an Investment Company Act Event, and on not less than 30 or more than 60 days' notice by mail, to redeem Company Preferred Securities, in whole (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed but not in part) at a redemption price per Depositary Share security equal to [specify fraction] times the redemption price per share paid Redemption Price. Notwithstanding the foregoing, the Company Preferred Securities will not be subject to any sinking fund or mandatory redemption. Any Company Preferred Securities redeemed shall be canceled. There shall be no prescription period in respect of shares of Stock pursuant to the Certificate plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by uncollected dividends on the Company in respect of dividends that on the Redemption Date have accrued on the shares of Stock to be so redeemed and that have not theretofore been paid. The foregoing shall be subject further to the terms and conditions of the Certificate. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary shall deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. Except as provided in the preceding paragraph of this Section 2.07, the Depositary shall not be required to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption in whole or in part. The Depositary shall remit to the Company any funds deposited by or for the account of the Company for the purpose of redeeming any Depositary Shares that the holders thereof have failed to redeem after two years from the date of such deposit, without further action necessary on the part of the CompanyPreferred Securities.

Redemption Date. In case fewer than all The redemption of any Redemption Share pursuant to this Section 11 shall take place within thirty (30) calendar days from the outstanding Depositary Shares are to be redeemed, date of the Depositary Shares to be redeemed shall be selected by lot or pro rata or by any other substantially equivalent method determined by Redemption Notice at the Depositary with the approval offices of the Company, or such earlier date or other place as the holders electing to redeem their Redemption Shares and the Company may mutually agree in writing (each a “Redemption Date”). Notice having been mailed by On a Redemption Date, subject to applicable laws, the Depositary as aforesaidCompany shall, from and after any source of assets or funds legally available therefor, redeem each Redemption Share that has been submitted for redemption by paying in cash therefor the Redemption Date Price, against surrender by such holder of the certificate representing such Share (unless the Company shall have failed to redeem the shares of Stock to be redeemed by it as set forth in the Company's notice provided for in the preceding paragraph) all dividends or an affidavit in respect of any lost certificates). From and after a Redemption Date, if the shares Redemption Price has been received in full by the holders of Stock called for redemption shall cease to accruethe Redemption Shares, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the such holders of Receipts evidencing shall cease with respect to such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Redemption Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Redemption Shares shall be redeemed at cancelled and not thereafter be transferred or be deemed outstanding for any purpose whatsoever. Notwithstanding anything foregoing to the contrary, the Redemption Price in the case of a redemption price per Depositary Share under the Qualified Exit Redemption Notice shall be made to each Series C Holder in four (4) equal installments, with the first installment to [specify fraction] times the redemption price per share be paid in respect of shares of Stock pursuant to the Certificate plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Company in respect of dividends that on the Redemption Date have accrued on and each of the shares of Stock remaining three (3) installments to be so redeemed and that have not theretofore been paid. The foregoing shall be subject further to paid every three (3) months after the terms and conditions of the Certificate. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary shall deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. Except as provided in the preceding paragraph of this Section 2.07, the Depositary shall not be required to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption in whole or in part. The Depositary shall remit to the Company any funds deposited by or for the account of the Company for the purpose of redeeming any Depositary Shares that the holders thereof have failed to redeem after two years from the date of such deposit, without further action necessary on the part of the CompanyRedemption Date.

Redemption Date. In case fewer than all the outstanding Depositary Shares are to event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be redeemed, issued in the Depositary Shares to be redeemed shall be selected by lot or pro rata or by any other substantially equivalent method determined by the Depositary with the approval name of the CompanyHolder hereof upon the cancellation hereof. Notice having been mailed by the Depositary as aforesaidIf a Change of Control Triggering Event occurs, from and after the Redemption Date (unless the Company shall have failed has exercised its right to redeem the shares Securities in full, the Company will make an offer to each Holder (the “Change of Stock Control Offer”) to be redeemed by it as set forth repurchase any and all of such Holder’s Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of the Securities repurchased plus accrued and unpaid interest, if any, thereon, to the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Company will mail a notice to Holders of Securities describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Securities on the date specified in the Company's notice, which date will be no less than 30 days and no more than 60 days from the date such notice provided for is mailed (the “Change of Control Payment Date”), pursuant to the procedures required hereby and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control repurchase provisions of the Securities by virtue of such conflicts. The Company will not be required to offer to repurchase the Securities upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the preceding paragraph) manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases on the applicable date all dividends in respect Securities properly tendered and not withdrawn under its offer; provided that for all purposes of the shares Securities and the Indenture, a failure by such third party to comply with the requirements of Stock called for redemption such offer and to complete such offer shall cease be treated as a failure by the Company to accruecomply with its obligations to offer to purchase the Securities unless the Company promptly makes an offer to repurchase the Securities at 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date. On the Change of Control Payment Date, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shallCompany will, to the extent lawful: · accept or cause a third party to accept for payment all Securities properly tendered pursuant to the Change of such Depositary Shares, cease and terminate. Upon surrender in accordance Control Offer; · deposit or cause a third party to deposit with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed at a redemption price per Depositary Share paying agent an amount equal to [specify fraction] times the redemption price per share paid Change of Control Payment in respect of shares of Stock pursuant all Securities properly tendered; and · deliver or cause to be delivered to the Certificate plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by Trustee the Company in respect of dividends that on the Redemption Date have accrued on the shares of Stock to be so redeemed and that have not theretofore been paid. The foregoing shall be subject further to the terms and conditions of the Certificate. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary shall deliver to the holder of such Receipt upon its surrender to the DepositarySecurities properly accepted, together with payment an officer’s certificate stating the principal amount of the redemption price for the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. Except as provided in the preceding paragraph of this Section 2.07, the Depositary shall not be required to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or Securities being called for redemption in whole or in part. The Depositary shall remit to the Company any funds deposited by or for the account of the Company for the purpose of redeeming any Depositary Shares that the holders thereof have failed to redeem after two years from the date of such deposit, without further action necessary on the part of the Companypurchased.

Redemption Date. In case If fewer than all the outstanding Depositary Shares Notes are to be redeemed, the Depositary Shares to be redeemed shall be selected by lot or pro rata or by any other substantially equivalent method determined by Trustee will select the Depositary with the approval of the Company. Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Stock Notes to be redeemed by it lot or such other method as set forth the Trustee may deem fair and appropriate. Notice of redemption shall be given to the Holders of Notes to be redeemed by mailing a notice of such redemption not less than 30 or more than 60 days prior to the Redemption Date at their addresses as they shall appear on the Note Register, all as provided in the Company's notice provided for in the preceding paragraphIndenture. If this Note (or a portion hereof) all dividends in respect of the shares of Stock is duly called for redemption and funds for payment are duly provided, this Note (or such portion hereof) shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding bear interest from and all rights of the holders of Receipts evidencing after such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares, cease and terminateRedemption Date. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed at a redemption price per Depositary Share equal to [specify fraction] times the redemption price per share paid in respect of shares of Stock pursuant to the Certificate plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Company in respect of dividends that Interest installments whose Stated Maturity is on the Redemption Date have accrued will be payable to the Holders of such Notes, or one or more Predecessor Notes, of record at the close of business on the shares of Stock relevant Regular Record Date referred to be so redeemed and that have not theretofore been paid. The foregoing shall be subject further to on the terms and conditions of the Certificate. If fewer than face hereof, all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary shall deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. Except as provided in the preceding paragraph Indenture. In the event of redemption or repayment of this Section 2.07Note in part only, a new Note or Notes for the unredeemed or unrepaid portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. Except as may be provided in the Indenture, if an Event of Default with respect to the Notes shall occur and be continuing, the Depositary Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes may declare the principal of all the Notes due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration and its consequences may, in certain events, be annulled by the Holders of a majority in aggregate principal amount of the Outstanding Notes. The Indenture contains provisions for (i) defeasance at any time of the entire indebtedness of the Company on this Note and (ii) discharge from certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall not be required to conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption in whole hereof or in partexchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. The Depositary Without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes and to make certain other specified changes and other changes that do not adversely affect the interests of any Holder. No reference herein to the Indenture and no provisions of this Note or of the Indenture shall remit alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Note Register of the Company, upon surrender of this Note for registration of transfer at the Office or Agency of the Company maintained for such purpose pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company any funds deposited and the Note Registrar, and duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the account same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form, without coupons, in denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000. As provided in the Indenture, and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes in authorized denominations, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. A director, officer, employee, incorporator, shareholder or Affiliate of the Company, as such, past, present or future shall not have any personal liability under this Note or the Indenture by reason of his or its status as such director, officer, employee, incorporator, shareholder or Affiliate, or any liability for any obligations of the Company under the Notes or the Indenture or for the purpose of redeeming any Depositary Shares that the holders thereof have failed to redeem after two years from the date claim based on, in respect of, or by reason of such depositobligations or their creation. Each Holder, without further action necessary on the by accepting this Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of this Note. Prior to the due presentment of this Note for registration of transfer or exchange, the Company., the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Each Holder of a Note covenants and agrees by such Holder's acceptance thereof to comply with and be bound by the foregoing provisions. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Company at 200 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes as a convenience to the Holders thereof. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identifying information printed hereon. Interest on this Note shall be computed on the basis of a 360-day year comprised of twelve 30-day months. This Note shall be governed by and construed in accordance with the laws of the State of New York. SECTION 204. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to Section 612, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Notes referred to in the within mentioned Indenture. Authentication Date: AMERICAN STOCK TRANSFER & --------------- TRUST COMPANY, as Trustee By -------------------------------------- Authorized Signatory ARTICLE THREE THE NOTES

Redemption Date. In case fewer than all If any date fixed for redemption of Securities is not a Business Day, then payment of the outstanding Depositary Shares are to Redemption Price payable on such date will be redeemedmade on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on such date fixed for redemption. If, however, the Depositary Shares to Business Day falls in the next calendar year, then payment of the Redemption Price will be redeemed shall be selected by lot or pro rata or by any other substantially equivalent method determined by made on the Depositary immediately preceding Business Day with the approval same force and effect as if made on such date fixed for redemption. If payment of the CompanyRedemption Price in respect of any Securities is not paid because the payment of the Redemption Price on the Debentures is not made, interest will continue to accrue on the Debentures, and, as a result, Distributions on such Securities will continue to accumulate at the then applicable rate from the original redemption date to the actual date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the Redemption Price. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. If a Redemption/Distribution Notice having shall have been mailed by given and funds deposited or paid as required, then immediately prior to the Depositary as aforesaidclose of business on the date of such deposit or payment, Distributions will cease to accumulate on the Securities called for redemption and all rights of Holders of such Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Stock date fixed for redemption, such Securities will cease to be redeemed by it as set forth in outstanding. Neither the Company's notice provided for in Administrative Trustees nor the preceding paragraph) all dividends in respect of the shares of Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption Trust shall be deemed no longer required to register or cause to be outstanding and all rights registered the transfer of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed at a redemption price per Depositary Share equal to [specify fraction] times the redemption price per share paid in respect of shares of Stock pursuant to the Certificate plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Company in respect of dividends that on the Redemption Date have accrued on the shares of Stock to be so redeemed and any Securities that have not theretofore been paid. The foregoing shall be subject further to the terms and conditions of the Certificate. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary shall deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. Except as provided except in the preceding paragraph case of this Section 2.07, the Depositary shall not be required to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or Securities being called for redemption in whole or redeemed in part. The Depositary shall remit , any portion thereof not to the Company any funds deposited by or for the account of the Company for the purpose of redeeming any Depositary Shares that the holders thereof have failed to redeem after two years from the date of such deposit, without further action necessary on the part of the Companybe redeemed.