Common use of Regular Dividends Clause in Contracts

Regular Dividends. CFSB shall not declare, set aside, pay or make any dividend or other distribution or payment (whether in cash, stock, or property) with respect to, or purchase or redeem, any shares of the capital stock other than the regular 10 percent stock dividend on dates corresponding to the historical declaration and payment dates and regular quarterly cash dividends per share on CFSB Common Stock payable on the regular historical payment dates, all in a manner consistent with CFSB's past dividend practice. Old Kent and CFSB agree that they will cooperate to assure that, during any calendar quarter, there shall not be a duplica- tion of payment of dividends to stockholders of CFSB. Notwithstanding the above, if and to the extent that the payment of a dividend in the manner provided in this Section would, under GAAP or the rules, regulations, or interpretations of the SEC or its staff, disqualify the Merger for pooling- of-interests accounting treatment, that dividend shall not be paid, but an equitable adjustment shall be made to the Exchange Ratio for the amount of the dividend not paid. If the customary payment date for the next regular cash dividend payable after the Effective Time of Old Kent Common Stock as the Surviving Corporation which is eligible to be received by the former holders of CFSB Common Stock is more than 90 days after the payment date of the last regular cash dividend paid or to be paid on CFSB Common Stock prior to the Effective Time (such number of days over 90 days being the "DIVIDEND LAG PERIOD"), then CFSB may declare and set aside immediately prior to the Effective Time, and may pay at a date it may select in its discretion, a "SPECIAL PRO-RATA DIVIDEND" pursuant to this Section. Any such Special Pro-rata Dividend shall be payable in cash, and shall not exceed an amount per share that is the product of (i) the amount of the dividend permitted to be paid by CFSB pursuant to this Section 5.5, multi- plied by (ii) a fraction, the numerator of which is the Dividend Lag Period and the denominator of which is 90 days.

Regular Dividends. CFSB (i) Each holder of issued and outstanding Series A Preferred Stock shall not declarebe entitled to receive, set asidewhen, pay or make any dividend or other distribution or payment as and if declared by the Board, on each share of Series A Preferred Stock, dividends (whether in cash, stock, or propertythe “Regular Dividends”) with respect to, or purchase or redeem, to each Dividend Period equal to (A) the Dividend Rate on the Regular Liquidation Preference per share of Series A Preferred Stock minus (B) the amount of all Participating Dividends paid in respect of a share of Series A Preferred Stock during the applicable Dividend Period; provided that (x) in no event will the Regular Dividend for any shares Dividend Period be less than zero (0) and (y) Participating Dividends will not reduce the amount payable in respect of the capital stock any Regular Dividend that has accrued in any Dividend Period other than the regular 10 percent stock dividend Dividend Period during which the Participating Dividend is paid. For purpose of this clause (a)(i), the amount of any Participating Dividend that is not paid in cash will be deemed to equal the Fair Market Value of the securities in the other property constituting such Participating Dividend that is paid on dates corresponding a share of Series A Preferred Stock. (ii) Regular Dividends shall accrue on a daily basis and be cumulative from the Series A Original Issuance Date and, without duplication, unpaid Regular Dividends shall compound quarterly to the historical declaration and payment dates and regular quarterly cash dividends per share on CFSB Common Stock payable extent not paid on the regular historical payment datesDividend Payment Date relating to the applicable Dividend Period (i.e., all in a manner consistent with CFSB's past dividend practice. Old Kent and CFSB agree that they will cooperate dividends shall begin to assure that, during any calendar quarter, there shall not be a duplica- tion of payment of accrue on other dividends to stockholders of CFSB. Notwithstanding the above, if and to the extent that such other dividends are not paid on the payment of a dividend in the manner provided in this Section would, under GAAP or the rules, regulations, or interpretations of the SEC or its staff, disqualify the Merger for pooling- of-interests accounting treatment, that dividend shall not be paid, but an equitable adjustment shall be made to the Exchange Ratio Dividend Payment Date for the amount of Dividend Period for which such other dividends originally accrued). Regular Dividends that are declared and payable on the dividend not paid. If the customary payment date for the next regular cash dividend payable after the Effective Time of Old Kent Common Series A Preferred Stock as the Surviving Corporation which is eligible to be received by the former holders of CFSB Common Stock is more than 90 days after the payment date of the last regular cash dividend paid or to be paid on CFSB Common Stock prior to the Effective Time (such number of days over 90 days being the "DIVIDEND LAG PERIOD"), then CFSB may declare and set aside immediately prior to the Effective Time, and may pay at a date it may select in its discretion, a "SPECIAL PRO-RATA DIVIDEND" pursuant to this Section. Any such Special Pro-rata any Dividend Payment Date shall be payable in cashcash out of funds legally available therefor to holders of record of the Series A Preferred Stock as they appear on the stock register of the Company on the record date for such dividend, which shall be the date 15 days prior to the applicable Dividend Payment Date, provided that Regular Dividends payable upon conversion of a share of Series A Preferred Stock will be payable to the holder of record at the time of such conversion. (iii) Regular Dividends on the Series A Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable at the Dividend Rate on the Series A Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. (iv) Regular Dividends are payable only in cash. Regular Dividends will accrue and cumulate whether or not exceed an amount per share that is the product Company has earnings or profits, whether or not there are funds legally available for the payment of (i) the amount of the dividend permitted to be paid by CFSB pursuant to this Section 5.5, multi- plied by (ii) a fraction, the numerator of which is the Dividend Lag Period Regular Dividends and the denominator of which is 90 dayswhether or not Regular Dividends are declared.