Common use of Deferrals of Interest Payment Dates Clause in Contracts

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securities, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") during which Extension Periods no interest shall be due and payable. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Guarantee and (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plans). Before the termination of any such Extension Period, the Company may further defer payments of interest by further extending such period, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of such Extension Period (or an extension thereof) at least five Business Days before the earlier of (i) the date on which distributions on the Trust Securities issued by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be (each an “Extension Period”) not to exceed twenty consecutive quarterly periods with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1 (each3.1, have the right to make no payments or partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an "Extension Period") during which Extension Periods no interest shall be due and payableInterest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, and provided further, that however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's ’s capital stock (which includes common and preferred stock) , or (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu in all respects with or junior in right of payment interest to the Securities or of such series (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Securities (each case, other than (a) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, common of capital stock of the CompanyCompany in connection with any employment contract, benefit or incentive plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants of the Company or its Subsidiaries, in connection with a dividend reinvestment or stock purchase plan or in connection with capital stock of the Company (or securities convertible into or exercisable for such capital stock) issued as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Guarantee and (d) as a result of a reclassification of the Company's capital stock or the an exchange or the conversion of one any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for another any class or series of the Company's ’s capital stock or of any class or series of the Company’s indebtedness for any class or series of the Company’s capital stock; , (ec) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock or (f) purchases of common stock related to payments by the issuance of common stock or rights Company under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plansGuarantee). Before Prior to the termination of any such Extension Period, the Company may further defer payments the payment of interest by further extending such periodinterest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities or Securities, extend beyond the Stated Maturity of the principal of such SecuritiesSecurities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirementsconditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee , but each installment of a Trust interest that would otherwise have been due and payable during such Extension Period and is the only registered holder of such Securities at the time the Company selects an Extension Period, not paid by the Company shall give written notice bear Additional Interest as and to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of such Extension Period (or an extension thereof) at least five Business Days before the earlier of (i) the date on which distributions on the Trust Securities issued extent specified by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record dateSection 3.1. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the The Company shall give the Holders of the Securities of such series and the Trustee written notice of its selection of election to begin any such Extension Period at least 10 one Business Days before Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding Interest Payment Datedate on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, or and (ii) the record date for determining the Company is required to give notice of the record or payment date holders of such interest payment Capital Securities entitled to any national securities exchange. There is no limitation such Distributions on the number of times that the Company may elect to begin an Extension PeriodCapital Securities. The Trustee shall promptly give notice of the Company's ’s election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 301 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer extend the interest payment of interest on period for such Securities for such period or periods as may be specified as contemplated by Section 3.1 301 (each, an "Extension Period") during which Extension Periods no periods the Company shall have the right to make partial payments of interest shall be due on any Interest Payment Date, and payable. At at the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities thereon (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) , or (ii) make any payment of principal, interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Securities foregoing (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company, Company (b) redemptions or purchases of any rights pursuant to the Company's Rights Plan, or any successor to such Rights Plan, and the declaration of a dividend in connection with the implementation of a stockholders' such rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, and (c) payments under any Guarantee and (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plansChubb Guarantee). Before Prior to the termination of any such Extension Period, the Company may further defer payments of extend the interest by further extending such payment period, provided that no such Extension Period together with all such previous and further extensions of such Extension Period shall not exceed the period or periods so specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Datedue, the Company may elect to begin select a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of such Extension Period (or an extension thereof) at least five Business Days before the earlier of (i) the date on which distributions on the Trust Securities issued by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the The Company shall give the Holders of the Securities of such series and the Trustee written notice of its selection of such Extension Period at least 10 one Business Days before Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to a Chubb Trust, prior to the earlier of (i) the next succeeding Interest Payment Date, date the Distributions on the Preferred Securities of such Chubb Trust are payable or (ii) the date the Company is Administrative Trustees of such Chubb Trust are required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of the record date or payment the date of such interest payment Distributions are payable, but in any event not less than one Business Day prior to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Periodsuch record date. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period to the Holders of the Outstanding outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company Corporation shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") ), during which Extension Periods no the Corporation shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company Corporation shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, and provided further, however that during any such Extension Period, the Company Corporation shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock (which includes common and preferred stock) , or (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) Corporation that rank pari passu in all respects with or junior in right of payment interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Securities series (other than (a) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, common of capital stock of the CompanyCorporation in connection with any employment contract, (b) benefit plan or other similar arrangement with or for the benefit of any declaration of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any of the Corporation (or securities convertible into or exercisable for such plan capital stock) as consideration in an acquisition transaction entered into prior to the future, or the redemption or repurchase of any such rights pursuant theretoapplicable Extension Period, (c) payments under any Guarantee and (db) as a result of a reclassification of the Company's capital stock or the an exchange or the conversion of one any class or series of the CompanyCorporation's capital stock (or any capital stock of a Subsidiary of the Corporation) for another any class or series of the CompanyCorporation's capital stock or of any class or series of the Corporation's indebtedness for any class or series of the Corporation's capital stock; , (ec) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and exchanged, (fd) purchases any declaration of common stock related to a dividend in connection with any Rights Plan, or the issuance of common rights, stock or rights other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the Company's benefit plans for its directorsform of stock, officers warrants, options or employees other rights where the dividend stock or any the stock issuable upon exercise of such warrants, options or other rights is the Company's same stock as that on which the dividend reinvestment plansis being paid or ranks pari passu with or junior to such stock). Before Prior to the termination of any such Extension Period, the Company Corporation may further defer payments the payment of interest by further extending such periodinterest, provided that no Extension Period shall exceed the period or periods specified in such Securities or Securities, extend beyond the Stated Maturity of the principal of such SecuritiesSecurities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company Corporation may elect to begin a new Extension Period, subject to the above requirementsconditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee , but each installment of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust interest that would otherwise have been due and the Trustee of its selection of payable during such Extension Period (or an extension thereof) at least five Business Days before shall bear Additional Interest as and to the earlier of (i) the date on which distributions on the Trust Securities issued extent as may be specified as contemplated by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record dateSection 3.1. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company The Corporation shall give the Holders of the Securities of such series and the Trustee written notice of its selection of election to begin any such Extension Period at least 10 one Business Days before Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding Interest Payment Datedate on which Distributions on the Preferred Securities of such Issuer Trust would be payable but for such deferral, or and (ii) the date on which the Company Property Trustee of such Issuer Trust is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of the record date or payment the date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension PeriodDistributions are payable. The Trustee shall promptly give notice of the CompanyCorporation's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) ), or (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other DebenturesSecurities other than the Securities of such series) that rank ranks pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Compass Guarantees other than the Compass Guarantee related to the Capital Securities issued by the Compass Trust holding Securities of such series) if such guarantee ranks rank pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock Common Stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, future or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any the Compass Guarantee related to the Capital Securities issued by the Compass Trust holding Securities of such series, and (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases of common stock Common Stock related to the issuance of common stock Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plansemployees). Before Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending extend such periodExtension Period, provided that no such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities or to extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If The Company shall give the Trustee, the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to and the Administrative Trustees of such Trust, the Property Trustee Compass Trust holding Securities of such Trust and the Trustee series notice of its selection election of such any Extension Period (or an extension thereof) at least five Business Days before prior to the earlier of (i) the next succeeding date on which distributions Distributions on the Trust Capital Securities issued by of such Compass Trust would have been be payable except for the election to begin or extend such Extension Period, Period or (ii) the date the Administrative Trustees of such Compass Trust are required to give notice to any automated quotation system or to holders of 37 such Capital Securities of the record date, date or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least not less than five Business Days before prior to such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be (each an "EXTENSION PERIOD") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1 (each3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an "Extension Period") during which Extension Periods no interest shall be due and payableInterest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); providedPROVIDED, howeverHOWEVER, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; providedand PROVIDED FURTHER, furtherHOWEVER, that that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) , or (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu PARI PASSU in all respects with or junior in right of payment interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Securities series (other than (a) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, common of capital stock of the CompanyCompany in connection with any employment contract, (b) benefit plan or other similar arrangement with or for the benefit of any declaration of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or shareholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any of the Company (or securities convertible into or exercisable for such plan capital stock) as consideration in an acquisition transaction entered into prior to the future, or the redemption or repurchase of any such rights pursuant theretoapplicable Extension Period, (c) payments under any Guarantee and (db) as a result of a reclassification of the Company's capital stock or the an exchange or the conversion of one any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for another any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock; , (ec) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and exchanged, (fd) purchases any declaration of common stock related to a dividend in connection with any Rights Plan, or the issuance of common rights, stock or rights other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the Company's benefit plans for its directorsform of stock, officers warrants, options or employees other rights where the dividend stock or any the stock issuable upon exercise of such warrants, options or other rights is the Company's same stock as that on which the dividend reinvestment plansis being paid or ranks PARI PASSU with or junior to such stock). Before Prior to the termination of any such Extension Period, the Company may further defer payments the payment of interest by further extending such periodinterest, provided PROVIDED that no Event of Default has occurred and is continuing and PROVIDED FURTHER, that no Extension Period shall exceed the period or periods specified in such Securities or Securities, extend beyond the Stated Maturity of the principal of such SecuritiesSecurities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirementsconditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee , but each installment of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust interest that would otherwise have been due and the Trustee of its selection of payable during such Extension Period (or an extension thereof) at least five Business Days before shall bear Additional Interest as and to the earlier of (i) the date on which distributions on the Trust Securities issued extent as may be specified as contemplated by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record dateSection 3.1. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the The Company shall give the Holders of the Securities of such series and the Trustee written notice of its selection of election to begin any such Extension Period at least 10 one Business Days before Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding Interest Payment Datedate on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, or and (ii) the date on which the Company Property Trustee of such Issuer Trust is required to give notice to holders of such Capital Securities of the record date or payment the date of such interest payment Distributions are payable, but in any event not less than one Business Day prior to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Periodsuch record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified specified, as contemplated by Section 2.1 or Section 3.1 2.01, with respect to the Securities of a particular series, so long as provided that no Event of Default has occurred and is continuingcontinuing with respect to the Securities, the Company shall have the right, at any time or from time to time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified specified, as contemplated by Section 3.1 2.01 (each, an "Extension Period") during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall may extend beyond the Stated Maturity of the principal Securities. During an Extension Period, interest will continue to accrue and holders of the Securities of such series; provided, further, that during will be required to accrue interest income for U.S. Federal income tax purposes. During any such Extension Period, the Company shall and the Guarantor will not (ia) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's its capital stock (which includes common and preferred stock) ), or (iib) make make, or permit any Subsidiary to make, any payment of principal, interest or premium, if anyany (other than payments under the Subordinated Notes), on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) security that rank ranks pari passu with or junior in right of payment interest to the Securities of such series, the Guarantee or the Guarantee Agreement with respect thereto or the Subordinated Notes, as the case may be, or (iiic) make make, or permit any Subsidiary to make, any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary debt security (other than payments under the related Guarantee Agreement or the Guarantee with respect to the Securities of the Company such series), if such guarantee ranks pari passu with or junior in right of payment interest to the Securities of such series, the Guarantee or the Guarantee Agreement with respect thereto. Notwithstanding the foregoing, the following shall not be prohibited: (i) repurchases, redemptions or other than (a) dividends or distributions in acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, common of capital stock of the CompanyGuarantor in connection with any employment contract, (b) any declaration benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any of the Guarantor (or securities convertible into or exercisable for such plan capital stock) as consideration in an acquisition transaction entered into prior to the futureselection of an Extension Period by the Company, or the redemption or repurchase of any such rights pursuant theretoas applicable, (cii) payments under any Guarantee and transactions described in (da) as a result of a or (b) above resulting from any reclassification of the CompanyGuarantor's capital stock stock, or the exchange or the conversion of one any class or series of the CompanyGuarantor's capital stock for another any other class or series of the CompanyGuarantor's capital stock; , or the exchange or conversion of any class or series of the Guarantor's Indebtedness for any class or series of the Guarantor's capital stock, (eiii) the purchase of fractional interests in shares of the CompanyGuarantor's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and exchanged, or (fiv) purchases any declaration of common stock related to a dividend in connection with any stockholders' rights plan, or the issuance of common rights, stock or rights other property under any stockholders' rights plan, or the redemption or repurchase of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plans)rights pursuant thereto. Before Prior to the termination of any such Extension Period, but provided that no Event of Default has occurred and is continuing, the Company may further defer payments of interest by further extending extend such periodExtension Period; provided, provided however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If The Company shall give the Holders of the Securities of such series and the Trustee and the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of election to begin any such Extension Period (or an extension thereof) at least five Business Days before prior to the Interest Payment Date or, with respect to the Securities of a series issued to a Kingsway Financial Capital Trust, prior to the earlier of (i) the date on which distributions the Distributions on the Trust Securities issued by of such Kingsway Financial Capital Trust would have been payable except for the election to begin or extend such Extension Period, Period or (ii) the date the Administrative Trustees of such Kingsway Financial Capital Trust are required to give notice to any exchange or automated quotation system or to holders of 37 Trust Securities of the record date, date or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least not less than five Business Days before prior to such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 2.01 or Section 3.1 2.02 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 2.01 (each, an "“Extension Period"”) during which Extension Periods no the Company shall have the right to make partial payments of interest on any interest payment date. No Extension Period shall be due and payableend on a date other than an interest payment date or extend beyond the Stated Maturity or any earlier prepayment date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest or other interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during . During any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock ’s Capital Stock (which includes common Common Stock and preferred stock) or (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu on a parity with or junior in right of payment to the Securities of such series or (iii) make any guarantee payments with respect to any Aon Guarantee or other guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee that by its terms ranks pari passu on a parity with or junior in right of payment to the Securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company, Common Stock; (b) any declaration of a dividend in connection with the implementation of a stockholders' rights planRights Plan, or the issuance of any Capital Stock of any class or series of preferred stock of the Company under any such plan in the future, Rights Plan or the redemption or repurchase of any such rights distributed pursuant thereto, to a Rights Plan; (c) payments under any Aon Guarantee relating to the Preferred Securities issued by the Aon Trust holding the Securities of such series; and (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases of common stock Common Stock related to the issuance of common stock Common Stock or rights under any of the Company's ’s benefit plans for its directors, officers officers, employees, consultants or employees or any of the Company's dividend reinvestment plansadvisors). Before the termination of any such Extension Period, the Company may further defer payments of interest by further extending extend such periodExtension Period; provided, provided however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such SecuritiesSecurities or any earlier prepayment date. Upon At any time following the termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts or other interest then due on any Interest Payment Datedue, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a an Aon Trust is the only registered holder of such the Securities of a series at the time the Company selects elects to begin or extend an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of such election to begin or extend any Extension Period (or an extension thereof) at least five Business Days before prior to the earlier of (i) the next succeeding date on which distributions Distributions on the Trust corresponding Capital Securities issued by such Aon Trust would have been payable except but for the election to begin or extend such Extension Period, Period or (ii) the date the Administrative Trustees of such Aon Trust are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of 37 such Capital Securities of the record date, date or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least not less than five Business Days before prior to such record date. If the Property Trustee of an Aon Trust is not the only Holder holder of the Securities of a series at the time the Company selects elects to begin or extend an Extension Period, the Company shall give the Holders holders of the such Securities and the Trustee written notice of its selection of election to begin or extend such Extension Period at least 10 ten Business Days before prior to the earlier of (i) the next succeeding Interest Payment Date, interest payment date or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchangeapplicable self-regulatory organization or to holders of such Securities. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The An Administrative Trustee shall promptly give notice of the Company's ’s election to begin any such or extend an Extension Period to the Holders holders of the Outstanding outstanding Preferred Securities of such seriesAon Trust.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 201 or Section 3.1 301 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest (other than Special Interest, if any) on such Securities for such period or periods as may be specified as contemplated by Section 3.1 301 (each, an "Extension Period") ), during which Extension Periods no the Company shall, if so specified as contemplated by Section 301, have the right to make partial payments of interest shall be due and payableon any Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided, further, that during any such Extension Period, (a) the Company shall not (i) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's its capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments payment with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Securities thereto (other than (ai) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, common of capital stock of the Company, (b) any declaration of a dividend Company in connection with any employment contract, benefit plan or other similar arrangement with or for the implementation benefit of a stockholders' rights planemployees, officers, directors or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant theretoconsultants, (c) payments under any Guarantee and (dii) as a result of a reclassification of the Company's capital stock or the an exchange or the conversion of one any class or series of the Company's capital stock for another any other class or series of the Company's capital stock; , or (eiii) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; exchanged), and (fb) purchases the Company shall not make any payment of common stock related interest on, principal of or premium, if any, on, or repay, repurchase or redeem, any debt securities issued by the Company which rank pari passu with or junior to the issuance Securities of common such series (including the Securities of any other series); provided, however, the Company may declare and pay a stock or rights under any of dividend where the Company's benefit plans for its directors, officers or employees or any of dividend stock is the Company's same stock as that on which the dividend reinvestment plans)is being paid. Before Prior to the termination of any such Extension Period, the Company may further defer payments the payment of interest by further extending such periodinterest, provided that no Extension Period shall exceed the period or periods specified in such Securities or Securities, extend beyond the Stated Maturity of the principal of such Securities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and (to the extent permitted by applicable law) any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirementsconditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at but shall be due and payable on the end thereofday after such Extension Period ends. Each installment of interest that would otherwise have been due and payable during an Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 301. If the Property Trustee principal of any Securities shall become due and payable on a Trust is the only registered holder of such day or if any Securities at the time the Company selects become subject to redemption on a Redemption Date that would otherwise occur during an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of such Extension Period (or an extension thereof) at least five Business Days before the earlier of (i) the date on which distributions will automatically end on the Trust Securities issued by such Trust would have been payable except for immediately preceding day (which will be the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders last day of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record dateperiod). If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the The Company shall give the Holders of the Securities of such series and the Trustee written notice of its selection of election to begin any such Extension Period at least 10 five Business Days before Day prior to the earlier of (i) Regular Record Date for the next succeeding Interest Payment Date, or (ii) the date the Company is required to give Date on which interest on Securities of such series would be payable but for such deferral. The Company's written notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect its election to begin an Extension PeriodPeriod shall set forth the first Interest Payment Date in such period and, if known, the date on which payment of interest (and Additional Interest, if any) on the Securities will be resumed (and if such date is an Interest Payment Date, the Regular Record Date), and shall be given in the manner set forth in Section 106. If such resumption date is not known, the notice must state that the length of the Extension Period will be indefinite. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company Corporation shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") ), during which Extension Periods no the Corporation shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company Corporation shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, and provided further, however that during any such Extension Period, the Company Corporation shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock (which includes common and preferred stock) , or (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) Corporation that rank pari passu in all respects with or junior in right of payment interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Securities series (other than (a) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, common of capital stock of the Company, (b) any declaration of a dividend Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase benefit of any such rights pursuant theretoone or more employees, (c) payments under any Guarantee and (d) as a result of a reclassification of the Company's capital stock officers, directors or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directorsconsultants, officers or employees or any of the Company's dividend reinvestment plans). Before the termination of any such Extension Period, the Company may further defer payments of interest by further extending such period, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of such Extension Period (or an extension thereof) at least five Business Days before the earlier of (i) the date on which distributions on the Trust Securities issued by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the CompanyCorporation's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as ------------------------------------ contemplated by Section 2.1 2.01 or Section 3.1 3.01 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 3.01 (each, an "Extension Period") during which Extension Periods no the ---------------- Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law)) to the Persons in whose names such Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall extend -------- ------- beyond the Stated Maturity of the principal of the Securities of such series; provided, provided further, that during any such Extension Period, the Company shall not, ---------------- and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or , (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities security of the Company (including any Other Debentures) that rank ranks pari ---- passu with or junior in right of payment interest to the Securities of such series or (iii) make ----- any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks that by their terms rank pari passu ---- ----- with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company's capital stock, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the futureRights Plan, or the redemption or repurchase of any such rights distributed pursuant theretoto a Rights Plan, (c) payments under any the Guarantee with respect to such Security, and (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases of common stock Common Stock related to the issuance of common stock Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees employees, related to the issuance of Common Stock or any of the Company's rights under a dividend reinvestment plansand stock purchase plan, or related to the issuance of Common Stock (or securities convertible or exchangeable for Common Stock) as consideration in an acquisition transaction that was entered into prior to the commencement of such Extension Period). Before Prior to the termination of any such Extension Period, the Company may further defer payments the payment of interest by further extending such periodinterest, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If The Company shall notify the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension PeriodTrustee, the Company shall give written notice to the Administrative Trustees of such TrustTrustees, the Property Trustee of such Trust and the Trustee of its selection of such Extension Period (or an extension thereof) at least five Business Days before the earlier of (i) the date on which distributions on the Trust Securities issued by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record date. If if the Property Trustee is not the only sole Holder of the Securities at the time the Company selects an Extension Periodof such series, the Company shall give the Holders of the Securities and the Trustee written notice of such Series, of its selection of election to begin any such Extension Period at least 10 one Business Days before Day prior to the earlier of (i) the next succeeding Interest Payment Date, or date on which Distributions on the Trust Securities of such Trust would be payable in the absence of the deferral election; (ii) the date the Company is Administrative Trustees of such Trust are required to give notice of to any securities exchange or quotation system on which the record or payment date Preferred Securities of such interest payment Trust are then listed or quoted or to any national securities exchange. There is no limitation on the number Holders of times that the Company may elect Securities; and (iii) one Business Day prior to begin an Extension Periodsuch record date. The Trustee shall promptly give notice notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company Group shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") during which Extension Periods no Group shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company Period Group shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law)) to the Persons in whose names that Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company Group shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the CompanyGroup's capital stock (which includes common and preferred stock) or , (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities security of the Company (including any Other Debentures) Group that rank ranks pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company Group of the debt securities of any Subsidiary of the Company if such guarantee ranks Group that by their terms rank pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the CompanyGroup's capital stock, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the futureRights Plan, or the redemption or repurchase of any rights distributed pursuant to a the Guarantee with respect to such rights pursuant theretoSecurity, (c) payments under any Guarantee and (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases of common stock Common Stock related to the issuance of common stock Common Stock or rights or options under any of the CompanyGroup's benefit plans for its directors, officers or officers, employees or any other persons within the definition of "employee" for purposes of a registration of shares for an employee benefit plan of Group, related to the Company's issuance of Common Stock or rights under a dividend reinvestment plansand stock purchase plan, or related to the issuance of Common Stock (or securities convertible or exchangeable for Common Stock) as consideration in an acquisition transaction that was entered into prior to the commencement of such Extension Period). Before Prior to the termination of any such Extension Period, the Company Group may further defer payments the payment of interest by further extending such periodinterest, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company Group may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of such Extension Period (or an extension thereof) at least five Business Days before the earlier of (i) the date on which distributions on the Trust Securities issued by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company Group shall give the Holders of the Securities of such series and the Trustee written notice of its selection of election to begin any such Extension Period at least 10 one Business Days before Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to a Company, so long as such Securities are held by such Company, prior to the earlier of (i) the next succeeding Interest Payment Date, date on which Distributions on the Preferred Securities of such Company would be payable but for such deferral or (ii) the date the such Company is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of the record date or payment the date of such interest payment Distributions are payable, but in any event not less than one Business Day prior to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Periodsuch record date. The Trustee shall promptly give notice notice, in the name and at the expense of the CompanyGroup, of Group's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the The Company shall have the right, at any time during the term of such Securitiesthe Debentures, so long as no Debenture Event of Default has occurred and is continuing, from time to time to defer extend the interest payment of interest on such Securities period for such the Debentures for up to 20 consecutive quarters with respect to each deferral period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension PeriodEXTENSION PERIOD") during which Extension Periods no periods the Company shall have the right to not make payments of interest shall be due on any Interest Payment Date, and payable. At at the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities thereon (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series Debentures, to the extent permitted by applicable law); provided, howeverPROVIDED, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, furtherHOWEVER, that during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (ia) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock (which includes common and preferred stock) or (iib) make any payment of principal, interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company (including any Other Debentures) that rank pari passu PARI PASSU with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Securities Debentures (other than (ai) dividends any dividend, redemption, liquidation, interest, principal or distributions in shares ofguarantee payment by the Company where the payment is made by way of securities (including capital stock) that rank PARI PASSU with or junior to the securities on which such dividend, redemption, interest, principal or options, warrants or rights to subscribe for or purchase shares of, common stock of the Companyguarantee payment is being made, (bii) redemptions or purchases of any rights pursuant to a stockholder rights agreement and the declaration of a dividend in connection with the implementation of a stockholders' such rights plan, or the issuance of preferred stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (ciii) payments under the Guarantee, (iv) purchases of Common Stock related to the issuance of Common Stock under any Guarantee and of the Company's benefit plans for its directors, officers or employees, (dv) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one series or class or series of the Company's capital stock for another series or class or series of the Company's capital stock; stock and (evi) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and (f) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plansexchanged). Before Prior to the termination of any such Extension Period, the Company may further defer payments of extend the interest by further extending such payment period, provided PROVIDED that no such Extension Period shall exceed the period or periods specified in such Securities 20 consecutive quarters or extend beyond the Stated Maturity of the principal of such SecuritiesDebentures. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Datedue, the Company may elect to begin select a new Extension Period, subject to the above requirements. No interest interest, including Additional Interest, if any, shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the The Company shall give written notice to the Administrative Trustees of such TrustTrustee, the Property Trustee of such Trust and the Trustee of its selection of such Extension Period (or an extension thereof) at least five Business Days before the earlier of (i) the date on which distributions on the Trust Securities issued by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 one Business Days before Day prior to the earlier of (i) the next succeeding Interest Payment Daterecord date for the date the distributions on the Preferred Securities of the Trust (or if no, or Preferred Securities are outstanding, for the date interest on the Debentures) would have been payable except for the election to begin such Extension Period and (ii) the date the Company Property Trustee (or, if no Preferred Securities are outstanding, the Trustee) is required to give notice of the record to NYSE or payment date other applicable self-regulatory organization or to holders of such interest payment Preferred Securities (or, if no Preferred Securities are outstanding, to the Holders of such Debentures) of such record date, but in any national securities exchangeevent not less than one Business Day prior to such record date. There is no limitation on Such notice shall specify the number of times that the Company may elect to begin an Extension Periodperiod selected. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period to the Holders of the Outstanding Securities of such seriesoutstanding Debentures and Preferred Securities.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law)) to the Persons in whose names that Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or , (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities security of the Company (including any Other Debentures) that rank ranks pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks that by their terms rank pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company's capital stock, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the futureRights Plan, or the redemption or repurchase of any such rights distributed pursuant theretoto a Rights Plan, (c) payments under any the Guarantee with respect to such Security, and (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases of common stock Common Stock related to the issuance of common stock Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees employees, related to the issuance of Common Stock or any of the Company's rights under a dividend reinvestment plansand stock purchase plan, or related to the issuance of Common Stock (or securities convertible or exchangeable for Common Stock) as consideration in an acquisition transaction that was entered into prior to the commencement of such Extension Period). Before Prior to the termination of any such Extension Period, the Company may further defer payments the payment of interest by further extending such periodinterest, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of such Extension Period (or an extension thereof) at least five Business Days before the earlier of (i) the date on which distributions on the Trust Securities issued by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the The Company shall give the Holders of the Securities of such series and the Trustee written notice of its selection of election to begin any such Extension Period at least 10 one Business Days before Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to a Trust, so long as such Securities are held by such Trust, prior to the earlier of (i) the next succeeding Interest Payment Date, date on which Distributions on the Capital Securities of such Trust would be payable but for such deferral or (ii) the date the Company is Regular Trustees of such Trust are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Capital Securities of the record date or payment the date of such interest payment Distributions are payable, but in any event not less than one Business Day prior to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Periodsuch record date. The Trustee shall promptly give notice notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to The Company shall have the Securities right, at any time during the term of a particular seriesthe Debentures, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securities, from time to time to defer extend the interest payment of interest on such Securities period for such the Debentures for up to 20 consecutive quarters with respect to each deferral period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") during which Extension Periods no periods the Company shall have the right to not make payments of interest shall be due (including any Liquidated Damages) on any Interest Payment Date, and payable. At at the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities thereon (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series Debentures to the extent permitted by applicable law); , provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (ia) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock (which includes common and preferred stock) or (iib) make any payment of principal, interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank pari passu with or junior to the Debentures (other than (i) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including any Other Debenturescapital stock) that rank pari passu with or junior in right of payment to the Securities securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (iiiii) make any guarantee payments with respect to any guarantee by the Company of the debt securities redemptions or purchases of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment rights pursuant to the Securities (other than (a) dividends or distributions in shares ofCompany's Shareholders Rights Plan, or optionsany successor to such Shareholders Rights Plan, warrants or rights to subscribe for or purchase shares of, common stock of and the Company, (b) any declaration of a dividend in connection with the implementation of a stockholders' such rights plan, or the issuance of preferred stock under any such plan plans in the future, or the redemption or repurchase of any such rights pursuant thereto, (ciii) payments under the Guarantee, (iv) purchases of Common Stock related to the issuance of Common Stock under any Guarantee and of the Company's benefit plans for its directors, officers or employees, (dv) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one series or class or series of the Company's capital stock for another series or class or series of the Company's capital stock; stock and (evi) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and (f) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plansexchanged). Before Prior to the termination of any such Extension Period, the Company may further defer payments of extend the interest by further extending such payment period, provided that no such Extension Period shall exceed the period or periods specified in such Securities 20 consecutive quarters or extend beyond the Stated Maturity of the principal of such SecuritiesDebentures. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Datedue, the Company may elect to begin select a new Extension Period, subject to the above requirements. No interest including Additional Interest and Liquidated Damages, if any, shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the The Company shall give written notice to the Administrative Trustees of such TrustTrustee, the Property Trustee of such Trust and the Trustee Administrative Trustees notice of its selection of such Extension Period (or an extension thereof) at least five one Business Days before Day prior to the earlier of (i) the record date on which for the date the distributions on the Preferred Securities of the Trust (or if no, Preferred Securities issued by such Trust are outstanding, for the date interest on the Debentures) would have been payable except for the election to begin or extend such Extension Period, or Period and (ii) the date the Administrative Trustees Property Trustee (or, if no 44 Preferred Securities are outstanding, the Trustee) is required to give notice of 37 the record date, to NYSE or the date such Distributions are payable, to any national securities exchange other applicable self-regulatory organization or to holders of the such Preferred Securities issued by (or, if no Preferred Securities are outstanding, to the Trustholders of such Debentures) of such record date, but in any event at least five not less than one Business Days before Day prior to such record date. If Such notice shall specify the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Periodperiod selected. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period to the Holders of the Outstanding Securities of such seriesoutstanding Debentures.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 2.01 or Section 3.1 2.02 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 2.01 (each, an "Extension Period") during which Extension Periods no the Company shall have the right to make partial payments of interest on any interest payment date. No Extension Period shall be due and payableend on a date other than an interest payment date or extend beyond the Stated Maturity or any earlier prepayment date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest or other interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during . During any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock Capital Stock (which includes common Common Stock and preferred stock) or (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu on a parity with or junior in right of payment to the Securities of such series or (iii) make any guarantee payments with respect to any Aon Guarantee or other guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee that by its terms ranks pari passu on a parity with or junior in right of payment to the Securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company, Common Stock; (b) any declaration of a dividend in connection with the implementation of a stockholders' rights planRights Plan, or the issuance of any Capital Stock of any class or series of preferred stock of the Company under any such plan in the future, Rights Plan or the redemption or repurchase of any such rights distributed pursuant thereto, to a Rights Plan; (c) payments under any Aon Guarantee relating to the Preferred Securities issued by the Aon Trust holding the Securities of such series; and (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases of common stock Common Stock related to the issuance of common stock Common Stock or rights under any of the Company's benefit plans for its directors, officers officers, employees, consultants or employees or any of the Company's dividend reinvestment plansadvisors). Before the termination of any such Extension Period, the Company may further defer payments of interest by further extending extend such periodExtension Period; provided, provided however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such SecuritiesSecurities or any earlier prepayment date. Upon At any time following the termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts or other interest then due on any Interest Payment Datedue, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a an Aon Trust is the only registered holder of such the Securities of a series at the time the Company selects elects to begin or extend an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of such election to begin or extend any Extension Period (or an extension thereof) at least five Business Days before prior to the earlier of (i) the next succeeding date on which distributions Distributions on the Trust corresponding Capital Securities issued by such Aon Trust would have been payable except but for the election to begin or extend such Extension Period, Period or (ii) the date the Administrative Trustees of such Aon Trust are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of 37 such Capital Securities of the record date, date or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least not less than five Business Days before prior to such record date. If the Property Trustee of an Aon Trust is not the only Holder holder of the Securities of a series at the time the Company selects elects to begin or extend an Extension Period, the Company shall give the Holders holders of the such Securities and the Trustee written notice of its selection of election to begin or extend such Extension Period at least 10 ten Business Days before prior to the earlier of (i) the next succeeding Interest Payment Date, interest payment date or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchangeapplicable self-regulatory organization or to holders of such Securities. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The An Administrative Trustee shall promptly give notice of the Company's election to begin any such or extend an Extension Period to the Holders holders of the Outstanding outstanding Preferred Securities of such seriesAon Trust.

Deferrals of Interest Payment Dates. If the Securities of a particular series are to be deposited as trust assets in a CCCI Capital Trust and as specified as contemplated by Section 2.1 or Section 3.1 301 with respect to the Securities of a particular such series, so long as provided that no Event of Default has occurred and is continuingcontinuing with respect to such Securities, the Company shall have the right, at any time or from time to time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 301 (each, an "Extension Period") during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional interest thereon accrued at a [floating] [fixed rate equal to % per annum], compounded [monthly] [quarterly] [semi-annually] from the relevant Interest thereonPayment Date, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall may extend beyond the Stated Maturity of the principal these Securities. During an Extension Period, interest will continue to accrue and Holders of the Securities of such series; provided, further, that during will be required to accrue interest income for U.S. Federal income tax purposes. During any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common the Common Stock and preferred stock) the Preferred Stock), or (ii) make any payment of principal, interest interest, or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debenturesother Securities) that rank pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the CompanyCommon Stock, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Guarantee and the applicable CCCI Capital Trust Guarantee, (d) purchases or acquisitions of shares of the Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior to these Securities), (e) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; , or (ef) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and (f) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plansexchanged). Before Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending extend such periodExtension Period; provided, provided however, that no Extension Period shall exceed the period [60] [20] [10] consecutive [monthly] [quarterly] or [semi-annual] periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the The Company shall give written notice to the Administrative Trustees of such TrustHolders, the Property Trustee of such Trust and the Trustee notice of its selection of election to begin any such Extension Period (or an extension thereof) at least five three Business Days before prior to the Interest Payment Date or, with respect to the Securities of a series issued to a CCCI Capital Trust, prior to the earlier of (i) the date on which the distributions on the Trust Common Securities issued by and the Preferred Securities of such CCCI Capital Trust would have been payable except for the election to begin or extend such Extension Period, Period or (ii) the date the Administrative Trustees regular trustees of such CCCI Capital Trust are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange automated quotation system or to holders of the Common Securities and the Preferred Securities issued by of the Trustrecord date or the date such distributions are payable, but in any event at least five not less than three Business Days before prior to such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.41 33 ARTICLE FOUR

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, each an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods no the Company shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, and provided further, that however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) , or (ii) make any payment of principal, principal of or interest or premium, ,if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu in all respects with or junior in right of payment interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Securities series (other than (a) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, common of capital stock of the CompanyCompany in connection with any employment contract, (b) benefit plan or other similar arrangement with or for the benefit of any declaration of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any of the Company (or securities convertible into or exercisable for such plan capital stock) as consideration in an acquisition transaction entered into prior to the future, or the redemption or repurchase of any such rights pursuant theretoapplicable Extension Period, (c) payments under any Guarantee and (db) as a result of a reclassification of the Company's capital stock or the an exchange or the conversion of one any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for another any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock; , (ec) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and exchanged, (fd) purchases any declaration of common stock related to a dividend in connection with any Rights Plan, or the issuance of common rights, stock or rights other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the Company's benefit plans for its directorsform of stock, officers warrants, options or employees other rights where the dividend stock or any the stock issuable upon exercise of such warrants, options or other rights is the Company's same stock as that on which the dividend reinvestment plansis being paid or ranks pari passu with or junior to such stock). Before Prior to the termination of any such Extension Period, the Company may further defer payments the payment of interest by further extending such periodinterest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities or Securities, extend beyond the Stated Maturity of the principal of such SecuritiesSecurities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirementsconditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee , but each installment of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust interest that would otherwise have been due and the Trustee of its selection of payable during such Extension Period (or an extension thereof) at least five Business Days before shall bear Additional Interest as and to the earlier of (i) the date on which distributions on the Trust Securities issued extent as maybe specified as contemplated by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record dateSection 3.1. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the The Company shall give the Holders of the Securities of such series and the Trustee written notice of its selection of election to begin any such Extension Period at least 10 one Business Days before Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding Interest Payment Datedate on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, or and (ii) the date on which the Company Property Trustee of such Issuer Trust is required to give notice to any Securities exchange or other applicable self-regulatory organization or to holders of such Capital Securities of the record date or payment the date of such interest payment Distributions are payable, but in any event not less than one Business Day prior to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such seriesrecord date.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 3.01 with respect to the Securities of a particular series, so long as provided that no Event of Default has occurred and is continuingcontinuing with respect to such Securities, the Company shall have the right, at any time or from time to time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 3.01 (each, an "Extension Period") during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall may extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during these Securities. During any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) ), or (ii) make any payment of principal, interest interest, or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Guarantee and the applicable Company Guarantee, (d) purchases or acquisitions of shares of the Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior to these Securities, (e) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; , or (ef) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and (f) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plansexchanged). Before Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending extend such periodExtension Period; provided, provided however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If The Company shall give the Trustee and the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of election to begin any such Extension Period (or an extension thereof) at least five three Business Days before prior to the Interest Payment Date or, with respect to the Securities of a series issued to a Resource Capital Trust, prior to the earlier of (i) the date on which distributions the Distributions on the Trust Securities issued by of such Resource Capital Trust would have been payable except for the election to begin or extend such Extension Period, Period or (ii) the date the Administrative Trustees or such Resource Capital Trust are required to give notice to any automated quotation system or to holders of 37 Trust Securities of the record date, date or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five not less than three Business Days before prior to such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so (a) So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such the Securities, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, each an "Extension Period") not to exceed the number of consecutive interest periods that equal 20 consecutive quarterly periods with respect to each Extension Period, during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such seriesSecurities; provided, and provided further, that however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or , (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment interest to the Securities, including the Company's obligations associated with the Preferred Securities or (iii) make any guarantee payments with respect to any guarantee by the Company redeem, purchase or acquire less than all of the debt securities of Securities or any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Preferred Securities (other than (aA) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, common of capital stock of the CompanyCompany in connection with any employment contract, (b) benefit plan or other similar arrangement with or for the benefit of any declaration of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or shareholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any of the Company (or securities convertible into or exercisable for such plan capital stock) as consideration in an acquisition transaction entered into at least 30 days prior to the future, or the redemption or repurchase of any such rights pursuant theretoapplicable Extenstion Period, (c) payments under any Guarantee and (dB) as a result of a reclassification of the Company's capital stock or the reclassification, an exchange or the conversion of one any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for another any class or series of the Company's capital stock; , (eC) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and exchanged, (fD) purchases any declaration of common stock related to a dividend in connection with any Rights Plan, or the issuance of common rights, stock or rights other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the Company's benefit plans for its directorsform of stock, officers warrants, options or employees other rights where the dividend stock or any the stock issuable upon exercise of such warrants, options or other rights is the Company's same stock as that on which the dividend reinvestment plansis being paid or ranks pari passu with or junior to such stock). Before Prior to the termination of any such Extension Period, the Company may further defer payments the payment of interest by further extending such periodinterest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities or twenty (20) consecutive quarterly periods, extend beyond the Stated Maturity of the principal of such SecuritiesSecurities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirementsconditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee , but each installment of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust interest that would otherwise have been due and the Trustee of its selection of payable during such Extension Period (or an extension thereof) at least five Business Days before the earlier of (i) the date on which distributions on the Trust Securities issued by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record dateshall bear Additional Interest. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the The Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period at least one Business Day prior to the Holders next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (x) the next succeeding date on which Distributions (as defined in the Trust Agreement) on the Preferred Securities of the Outstanding Issuer Trust would be payable but for such deferral, and (y) the date on which the Property Trustee of the Issuer Trust is required to give notice to holders of such Preferred Securities of the record date or the date such seriesDistributions are payable, but in any event not less than one Business Day prior to such record date.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law)) to the Persons in whose names that Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or , (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities security of the Company (including any Other Debentures) that rank ranks pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks that by their terms rank pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company's capital stock, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the futureRights Plan, or the redemption or repurchase of any such rights distributed pursuant theretoto a Rights Plan, (c) payments under any the Guarantee with respect to such Security, and (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases of common stock Common Stock related to the issuance of common stock Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees employees, related to the issuance of Common Stock or any of the Company's rights under a dividend reinvestment plansand stock purchase plan, or related to the issuance of Common Stock (or securities convertible or exchangeable for Common Stock) as consideration in an acquisition transaction that was entered into prior to the commencement of such Extension Period). Before Prior to the termination of any such Extension Period, the Company may further defer payments the payment of interest by further extending such periodinterest, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the The Company shall give the Holders of the Securities of such series and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the Administrative Trustees next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to a Trust, so long as such Securities are held by such Trust, the Property Trustee of such Trust and the Trustee of its selection of such Extension Period (or an extension thereof) at least five Business Days before prior to the earlier of (i) the next succeeding date on which distributions Distributions on the Trust Capital Securities issued by of such Trust would have been be payable except but for the election to begin or extend such Extension Period, deferral or (ii) the date the Administrative Trustees of such Trust are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of 37 such Capital Securities of the record date, date or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five not less than one Business Days before Day prior to such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 3.01 with respect to the Securities of a particular series, so long as provided that no Event of Default has occurred and is continuingcontinuing with respect to the Securities, the Company shall have the right, at any time or from time to time during the term of such Securities57 48 series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 3.01 (each, an "Extension Period") during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall may extend beyond the Stated Maturity of the principal these Securities. During an Extension Period, interest will continue to accrue and holders of the Securities of such series; provided, further, that during will be required to accrue interest income for U.S. federal income tax purposes. During any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) , or (ii) make any payment of principal, interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other DebenturesDebt) that rank pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any the Guarantee and Agreement, (d) purchases or acquisitions of shares of the Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior to these Securities, (e) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; , or (ef) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and (f) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plansexchanged). Before Prior to the termination of 58 49 any such Extension Period, the Company may further defer payments of interest by further extending extend such periodExtension Period; provided, provided however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If The Company shall give the Holders of the Securities of such series and the Trustee and the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of election to begin any such Extension Period (or an extension thereof) at least five Business Days before prior to the Interest Payment Date or, with respect to the Securities of a series issued to a Bancorp Hawaii Capital Trust, prior to the earlier of (i) the date on which distributions the Distributions on the Trust Securities issued by of such Bancorp Hawaii Capital Trust would have been payable except for the election to begin or extend such Extension Period, Period or (ii) the date the Administrative Trustees of such Bancorp Hawaii Capital Trust are required to give notice to any automated quotation system or to holders of 37 Trust Securities of the record date, date or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least not less than five Business Days before prior to such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") ), during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, neither the Company shall not or the Guarantor shall, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's its capital stock (which includes common and preferred stock) , or (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) security issued by it that rank ranks pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company or the Guarantor of the debt securities of any Subsidiary of the Company if such guarantee ranks or the Guarantor that by their terms rank pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the CompanyCommon Stock, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights planRights Plan, or the issuance of stock under any such plan in the future, Common Stock or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Guarantee and (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital preferred stock for another class or series of the Company's capital stock; (e) Company or the purchase Guarantor under any Rights Plan or the repurchase of fractional interests in shares of the Company's capital stock any rights distributed pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; a Rights Plan, and (fc) purchases of common stock Common Stock related to the issuance of common stock or rights Common Stock under any of the Company's or the Guarantor's benefit plans for its their respective directors, officers or employees or any of the Company's dividend reinvestment plansemployees). Before Prior to the termination of any such Extension Period, the Company may further defer payments of extend the interest by further extending such payment period, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of such Extension Period (or an extension thereof) at least five Business Days before the earlier of (i) the date on which distributions on the Trust Securities issued by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the The Company shall give the Holders of the Securities of such series and the Trustee written notice of its selection of election to begin any such Extension Period at least 10 one Business Days before Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to an FPC Capital Trust, so long as such Securities are held by such FPC Capital Trust, prior to the earlier of (i) the next succeeding Interest Payment Date, date on which Distributions on the Preferred Securities of such FPC Capital Trust would be payable but for such deferral or (ii) the date the Company is Administrative Trustee of such FPC Capital Trust are required to give notice to any securities exchange or other applicable self regulatory organization or to holders of such Preferred Securities of the record date or payment the date of such interest payment Distributions are payable, but in any event not less than one Business Day prior to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Periodsuch record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or make any guarantee payment with respect thereto, or (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other DebenturesSecurities other than the Securities of such series) that rank ranks pari passu with or junior in right of payment to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Compass Guarantees other than the Compass Guarantee related to the Capital Securities issued by the Compass Trust holding Securities of such series) if such guarantee ranks rank pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in additional shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company's capital stock where the dividend stock is the same stock as that on which the dividend is being paid, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, future or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any the Compass Guarantee and related to the Capital Securities issued by the Compass Trust holding Securities of such series, (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases of common stock Common Stock related to the issuance of common stock Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees or any employees), and (e) the payment of dividends by a Subsidiary to the Company's dividend reinvestment plans). Before Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending extend such periodExtension Period, provided that no such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities or to extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If The Company shall give the Trustee, the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to and the Administrative Trustees of such Trust, the Property Trustee Compass Trust holding Securities of such Trust and the Trustee series notice of its selection election of such any Extension Period (or an extension thereof) at least five Business Days before prior to the earlier of (i) the next succeeding date on which distributions Distributions on the Trust Capital Securities issued by of such Compass Trust would have been be payable except for the election to begin or extend such Extension Period, Period or (ii) the date the Administrative Trustees of such Compass Trust are required to give notice to any automated quotation system or to holders of 37 such Capital Securities of the record date, date or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least not less than five Business Days before prior to such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, each an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods no the Company shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, and provided further, that however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) , or (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu in all respects with or junior in right of payment interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Securities series (other than (a) dividends or distributions in shares ofrepurchases, or options, warrants or rights redemptions 51 - 45 - give notice to subscribe for or purchase shares of, common stock holders of such Preferred Securities of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Guarantee and (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plans). Before the termination of any such Extension Period, the Company may further defer payments of interest by further extending such period, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of such Extension Period (or an extension thereof) at least five Business Days before the earlier of (i) the record date on which distributions on the Trust Securities issued by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five not less than one Business Days before Day prior to such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 2.01 or Section 3.1 2.02 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 2.01 (each, an "Extension Period") during which Extension Periods no the Company shall have the right to make partial payments of interest on any interest payment date. No Extension Period shall be due and payableend on a date other than an interest payment date or extend beyond the Stated Maturity or any earlier prepayment date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest or other interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during . During any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock Capital Stock (which includes common Common Stock and preferred stock) or (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu on a parity with or junior in right of payment to the Securities of such series or (iii) make any guarantee payments with respect to any Aon Guarantee or other guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee that by its terms ranks pari passu on a parity with or junior in right of payment to the Securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company, Common Stock; (b) any declaration of a dividend in connection with the implementation of a stockholders' rights planRights Plan, or the issuance of any Capital Stock of any class or series of preferred stock of the Company under any such plan in the future, Rights Plan or the redemption or repurchase of any such rights distributed pursuant thereto, to a Rights Plan; (c) payments under any Aon Guarantee relating to the Preferred Securities issued by the Aon Trust holding the Securities of such series; and (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases of common stock Common Stock related to the issuance of common stock Common Stock or rights under any of the Company's benefit plans for its directors, officers officers, employees, consultants or employees or any of the Company's dividend reinvestment plansadvisors). Before the termination of any such Extension Period, the Company may further defer payments of interest by further extending extend such periodExtension Period; provided, provided however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such SecuritiesSecurities or any earlier prepayment date. Upon At any time following the termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts or other interest then due on any Interest Payment Datedue, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a an Aon Trust is the only registered holder of such the Securities of a series at the time the Company selects elects to begin or extend an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of such election to begin or extend any Extension Period (or an extension thereof) at least five Business Days before prior to the earlier of (i) the next succeeding date on which distributions Distributions on the Trust corresponding Capital Securities issued by such Aon Trust would have been payable except but for the election to begin or extend such Extension Period, Period or (ii) the date the Administrative Trustees of such Aon Trust are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of 37 such Capital Securities of the record date, date or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least not less than five Business Days before prior to such record date. If the Property Trustee of an Aon Trust is not the only Holder holder of the Securities of a series at the time the Company selects elects to begin or extend an Extension Period, the Company shall give the Holders holders of the such Securities and the Trustee written notice of its selection of election to begin or extend such Extension Period at least 10 ten Business Days before prior to the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or interest payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.or

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so So long as no Event of Default has occurred and is continuing, the Company Corporation shall have the right, at any time during the term of such the Securities, from time to time to defer the payment of interest on such the Securities for such a period or not exceeding 10 consecutive semi-annual periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") during which Extension Periods no the Corporation shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company Corporation shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such seriesSecurities; provided, further, that during any such Extension Period, the Company Corporation shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock (which includes common and preferred stock) , or (ii) make any payment of principal, interest or premium, if any, on or repay or repay, repurchase or redeem any debt indebtedness securities of the Company (including any Other Debentures) Corporation that rank pari passu in all respects with or junior in right of payment interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company Corporation of the debt securities of any Subsidiary of the Company Corporation if such guarantee ranks pari passu with or junior in right of payment interest to the Securities securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the CompanyCommon Stock, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights planRights Plan, or the issuance of any Common Stock of any class or series of preferred stock of the Corporation under any such plan Rights Plan in the future, future or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Guarantee the Xxxxx Capital Guarantee, and (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases of common stock Common Stock related to the issuance of common stock Common Stock or rights under any of the CompanyCorporation's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plansemployees). Before Prior to the termination of any such Extension Period, the Company Corporation may further defer payments of extend the interest by further extending such payment period, provided that no Extension Period shall exceed the period or 10 consecutive semi- annual periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company Corporation may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If The Corporation shall give the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee written notice of its selection of election to begin any such Extension Period (or an extension thereof) at least five one Business Days before Day prior to the earlier of (i) the date on which distributions interest on the Trust Securities issued by such Trust would have been payable except for the election to begin or extend such Extension Period, Period or (ii) the date the Administrative Trustees are required to give notice to DTC or applicable self-regulatory organization or to holders of 37 the Preferred Securities as of the record date, date or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five not less than one Business Days before Day prior to such record date. If The Trustee, in the Property Trustee is not name of and at the only Holder expense of the Securities at the time the Company selects an Extension PeriodCorporation, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the CompanyCorporation's election to begin any such Extension Period to the Holders of the Outstanding Securities of such seriesSecurities.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) , or (ii) make any payment of principal, interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee Guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks that by their terms rank pari passu or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company, Company (b) redemptions or purchases of any rights pursuant to the Company's Rights Plan, or any successor to such Rights Plan, and the declaration of a dividend in connection with the implementation of a stockholders' such rights plan, or the issuance of stock under any such plan plans in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Guarantee Liberty Guarantee), and (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases of common stock Common Stock related to the issuance of common stock or rights Common Stock under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plans)employees. Before Prior to the termination of any such Extension Period, the Company may further defer payments of extend the interest by further extending such payment period, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the The Company shall give written notice to the Administrative Trustees Holders of the Securities of such Trust, the Property Trustee of such Trust series and the Trustee notice of its selection of election to begin any such Extension Period (or an extension thereof) at least five one Business Days before Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to a Liberty Trust, prior to the earlier of (i) the date on which distributions the Distributions on the Preferred Securities of such Liberty Trust Securities issued by such Trust would have been are payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees of such Liberty Trust are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of 37 such Preferred Securities of the record date, date or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five not less than one Business Days before Day prior to such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding outstanding Securities of such series.

Deferrals of Interest Payment Dates. (a) If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, each an "Extension Period") not to exceed the number of consecutive interest periods that equal five years with respect to each Extension Period, during which Extension Periods no the Company shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, and provided further, that however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) , or (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu in all respects with or junior in right of payment interest to the Securities or (iii) make any guarantee payments of such series, [if applicable, insert - including the Company's obligations associated with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Securities Outstanding Capital Securities] (other than (aA) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, common of capital stock of the CompanyCompany in connection with any employment contract, (b) benefit plan or other similar arrangement with or for the benefit of any declaration of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any of the Company (or securities convertible into or exercisable for such plan capital stock) as consideration in an acquisition transaction entered into prior to the future, or the redemption or repurchase of any such rights pursuant theretoapplicable Extension Period, (c) payments under any Guarantee and (dB) as a result of a reclassification of the Company's capital stock or the an exchange or the conversion of one any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for another any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock; , (eC) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and exchanged, (fD) purchases any declaration of common stock related to a dividend in connection with any Rights Plan, or the issuance of common rights, stock or rights other property under any Rights Plan, or the redemption or repurchase of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plans). Before the termination of any such Extension Period, the Company may further defer payments of interest by further extending such period, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of such Extension Period (or an extension thereof) at least five Business Days before the earlier of (i) the date on which distributions on the Trust Securities issued by such Trust would have been payable except for the election to begin or extend such Extension Periodrights pursuant thereto, or (iiE) any dividend in the date form of stock, warrants, options or other rights where the Administrative Trustees are required to give notice of 37 the record date, dividend stock or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection stock issuable upon exercise of such Extension Period at least 10 Business Days before warrants, options or other rights is the earlier of (i) same stock as that on which the next succeeding Interest Payment Date, or (ii) the date the Company dividend is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.being

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, each an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods no the Company shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, and provided further, that however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) , or (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu in all respects with or junior in right of payment interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Securities series (other than (a) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, common of capital stock of the CompanyCompany in connection with any employment contract, (b) benefit plan or other similar arrangement with or for the benefit of any declaration of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any of the Company (or securities convertible into or exercisable for such plan capital stock) as consideration in an acquisition transaction entered into prior to the future, or the redemption or repurchase of any such rights pursuant theretoapplicable Extension Period, (c) payments under any Guarantee and (db) as a result of a reclassification of the Company's capital stock or the an exchange or the conversion of one any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for another any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock; , (ec) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and exchanged, (fd) purchases any declaration of common stock related to a dividend in connection with any Rights Plan, or the issuance of common rights, stock or rights other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the Company's benefit plans for its directorsform of stock, officers warrants, options or employees other rights where the dividend stock or any the stock issuable upon exercise of such warrants, options or other rights is the Company's same stock as that on which the dividend reinvestment plansis being paid or ranks pari passu with or junior to such stock). Before the Prior to that termination of any such Extension Period, the Company may further defer payments the payment of interest by further extending such periodinterest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities or Securities, extend beyond the Stated Maturity of the principal of such SecuritiesSecurities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirementsconditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee , but each installment of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust interest that would otherwise have been due and the Trustee of its selection of payable during such Extension Period (or an extension thereof) at least five Business Days before shall bear Additional Interest as and to the earlier of (i) the date on which distributions on the Trust Securities issued extent as may be specified as contemplated by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record dateSection 3.1. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the The Company shall give the Holders of the Securities of such series and the Trustee written notice of its selection of election to begin any such Extension Period at least 10 one Business Days before Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding Interest Payment Datedate on which Distributions on the Preferred Securities of such Issuer Trust would be payable but for such deferral, or and (ii) the date on which the Company Property Trustee of such Issuer Trust is required to give notice to holders of such Preferred Securities of the record date or payment the date of such interest payment Distributions are payable, but in any event not less than one Business Day prior to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Periodsuch record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 301 with respect to the Debt Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Debt Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, each an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods no the Company shall, if so specified as contemplated by Section 301, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Debt Securities (together with Additional Interest thereon, if any, at the rate specified for the Debt Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Debt Securities of such series; provided, and provided further, that however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) , or (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu in all respects with or junior in right of payment interest to the Debt Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Securities series (other than (a) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, common of capital stock of the CompanyCompany in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants or in connection with a dividend reinvestment or shareholder stock purchase plan, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Guarantee and (d) as a result of a reclassification of the Company's capital stock or the an exchange or the conversion of one any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for another any class or series of the Company's capital stock or of any class or series of the Company's then outstanding indebtedness for any class or series of the Company's capital stock; , (ec) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and exchanged, (fd) purchases any declaration of common a dividend in the form of capital stock related to in connection with any Rights Plan, or the issuance of common rights to capital stock under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights under any of is the Company's benefit plans for its directors, officers same stock as that on which the dividend is being paid or employees ranks pari passu with or any of the Company's dividend reinvestment plansjunior to such stock). Before Prior to the termination of any such Extension Period, the Company may further defer payments the payment of interest by further extending such periodinterest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities or Debt Securities, extend beyond the Stated Maturity of the principal of such SecuritiesDebt Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirementsconditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee , but each installment of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust interest that would otherwise have been due and the Trustee of its selection of payable during such Extension Period (or an extension thereof) at least five Business Days before shall bear Additional Interest as and to the earlier of (i) the date on which distributions on the Trust Securities issued extent as may be specified as contemplated by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record dateSection 301. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the The Company shall give the Holders of the Debt Securities of such series and the Trustee written notice of its selection of election to begin any such Extension Period at least 10 one Business Days before Day prior to the next succeeding Interest Payment Date on which interest on Debt Securities of such series would be payable but for such deferral or, with respect to any Debt Securities of a series issued to a Trust, so long as any such Debt Securities are held by such Trust, at least one Business Day prior to the earlier of (i) the next succeeding Interest Payment Date, or date on which Distributions on the Trust Preferred Securities of such Trust would be payable but for such deferral and (ii) the date on which the Company Property Trustee of such Trust is required to give notice to holders of such Trust Preferred Securities of the record date or payment the date of such interest payment Distributions are payable, but in any event not less than one Business Day prior to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Periodsuch record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Debt Securities of such series.] [Section 313. Right to Set-off. With respect to the Debt Securities of a series initially issued to a Trust, notwithstanding anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required to make in respect of any such Debt Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee relating to such Debt Security or to a holder of Trust Preferred Securities pursuant to an action undertaken under Section 808 of this Indenture.]

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law)) to the Persons in whose names that Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or , (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu in all respects with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company's capital stock, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, Rights Plan or the issuance of stock under any such plan Rights Plan in the future, or the redemption or repurchase of any such rights distributed pursuant theretoto a Rights Plan, (c) payments under any the Guarantee and with respect to such Security, (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases of common stock Common Stock related to the issuance of common stock Common Stock or rights or options under any of the Company's benefit plans for its directors, officers or officers, employees or any other persons within the definition of "employee" for purposes of a registration of shares for an employee benefit plan of the Company's , related to the issuance of Common Stock or rights under a dividend reinvestment plansor stock purchase plan, or related to the issuance of Common Stock (or securities convertible into or exchangeable for Common Stock) as consideration in an acquisition transaction that was entered into prior to the commencement of such Extension Period and (e) payments of accrued dividends (and cash in lieu of fractional shares) upon conversion into Common Stock of any convertible preferred stock of the Company of any series now or hereinafter outstanding, in accordance with the terms of such stock). Before Prior to the termination of any such Extension Period, the Company may further defer payments the payment of interest by further extending such periodinterest, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Datedue, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the The Company shall give the Holders of the Securities of such series and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the Administrative Trustees next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to a Trust, so long as such Securities are held by such Trust, the Property Trustee of such Trust and the Trustee of its selection of such Extension Period (or an extension thereof) at least five Business Days before prior to the earlier of (i) the next succeeding date on which distributions Distributions on the Trust Preferred Securities issued by of such Trust would have been be payable except but for the election to begin or extend such Extension Period, deferral or (ii) the date the Administrative Trustees of such Trust are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of 37 such Preferred Securities of the record date, date or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five not less than one Business Days before Day prior to such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders holders of the Outstanding Securities of such seriesPreferred Securities.

Deferrals of Interest Payment Dates. If the Securities of a particular series are to be deposited as trust assets in a Heftel Capital Trust and as specified as contemplated by Section 2.1 or Section 3.1 301 with respect to the Securities of a particular such series, so long as provided that no Event of Default has occurred and is continuingcontinuing with respect to such Securities, the Company shall have the right, at any time or from time to time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 301 (each, an "Extension Period") during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional interest thereon accrued in a manner to be specified in Section 301 compounded in a manner to be specified in Section 301 from the relevant Interest thereonPayment Date, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall may extend beyond the Stated Maturity of the principal such Securities. During an Extension Period, interest will continue to accrue and Holders of the Securities of such series; provided, further, that during will be required to accrue interest income for U.S. Federal income tax purposes. During any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common the Common Stock and preferred stock) the Preferred Stock), or (ii) make any payment of principal, interest interest, or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debenturesother Securities) that rank pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the CompanyCommon Stock, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Guarantee and the applicable Heftel Capital Trust Guarantee, (d) purchases or acquisitions of shares of the Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior to these Securities), (e) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; , or (ef) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and (f) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plansexchanged). Before Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending extend such periodExtension Period; provided, provided however, that no Extension Period shall exceed the period or specified number of specified consecutive periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the The Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust Holders and the Trustee notice of its selection of election to begin any such Extension Period (or an extension thereof) at least five three Business Days before prior to the Interest Payment Date or, with respect to the Securities of a series issued to a Heftel Capital Trust, prior to the earlier of (i) the date on which the distributions on the Trust Common Securities issued by and the Preferred Securities of such Heftel Capital Trust would have been payable except for the election to begin or extend such Extension Period, Period or (ii) the date the Administrative Trustees regular trustees of such Heftel Capital Trust are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange automated quotation system or to holders of the Common Securities and the Preferred Securities issued by of the Trustrecord date or the date such distributions are payable, but in any event at least five not less than three Business Days before prior to such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 301 with respect to the Debt Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Debt Securities for such period or periods as may be specified as contemplated by Section 3.1 301 (each, an "Extension Period") ), during which Extension Periods no the Company shall, if so specified as contemplated by Section 301, have the right to make partial payments of interest shall be due and payableon any Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Debt Securities (together with Additional Interest thereon, if any, at the rate specified for the Debt Securities of such series to the extent permitted by applicable law); providedPROVIDED, howeverHOWEVER, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Debt Securities of such series; providedand PROVIDED FURTHER, furtherHOWEVER that, that unless otherwise specified as contemplated by Section 301, during any such Extension Period, the Company shall not (i) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank PARI PASSU in all respects with or junior in interest to the Debt Securities of such series (except for any partial payments of interest with respect to and permitted under the Debt Securities of such series), or (ii) declare or pay any dividends or distributions ondistributions, or redeem, purchase, acquire, acquire or make a liquidation payment with respect toon, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, common of capital stock of the CompanyCompany in connection with any employment contract, (b) benefit plan or other similar arrangement with or for the benefit of any declaration of one or more employees, officers, directors, consultants or independent contractors, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any of the Company (or securities convertible into or exercisable for such plan capital stock) as consideration in an acquisition transaction entered into prior to the future, or the redemption or repurchase of any such rights pursuant theretoapplicable Extension Period, (c) payments under any Guarantee and (db) as a result of a reclassification of the Company's capital stock an exchange, redemption or the exchange or the conversion of one any class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for another any other class or series of the Company's capital stock; , or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (ec) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security securities being exchanged converted or converted; and exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) any payment by the Company under any Guarantee Agreement, or (f) purchases any dividend in the form of common stock related to stock, warrants, options or other rights where the issuance of common dividend stock or the stock issuable upon exercise of such warrants, options or other rights under any of is the Company's benefit plans for its directors, officers same stock as that on which the dividend is being paid or employees ranks PARI PASSU with or any of the Company's dividend reinvestment plansjunior to such stock). Before Prior to the termination of any such Extension Period, the Company may further defer payments the payment of interest by further extending such periodinterest, provided PROVIDED that no Event of Default has occurred and is continuing, and PROVIDED, FURTHER that no Extension Period shall exceed the period or periods specified in such Debt Securities or extend beyond the Stated Maturity of the principal of such Debt Securities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirementsconditions. No interest or Additional Interest shall be due and payable during an Extension PeriodPeriod (except for any partial payments of interest with respect to and permitted under the Debt Securities of such series), except at the end thereof. If the Property Trustee , but each installment of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust interest that would otherwise have been due and the Trustee of its selection of payable during such Extension Period (or an extension thereof) at least five Business Days before shall bear Additional Interest as and to the earlier of (i) the date on which distributions on the Trust Securities issued extent as may be specified as contemplated by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record dateSection 301. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the The Company shall give the Holders of the Debt Securities of such series and the Trustee written notice of its selection of election to begin any such Extension Period at least 10 one Business Days before Day prior to the next succeeding Interest Payment Date on which interest on Debt Securities of such series would be payable but for such deferral or, with respect to any Debt Securities of a series issued to an Issuer Trust, so long as any such Debt Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding Interest Payment Datedate on which Distributions on the Capital Trust Securities of such Issuer Trust would be payable but for such deferral, or and (ii) the date on which the Company Property Trustee of such Issuer Trust is required to give notice to holders of such Capital Trust Securities of the record date or payment the date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension PeriodDistributions are payable. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Debt Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to The Company shall have the Securities right, at any time during the term of a particular seriesthe Debentures, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securities, from time to time to defer extend the interest payment of interest on such Securities period for such the Debentures for up to 20 consecutive quarters with respect to each deferral period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") during which Extension Periods no periods the Company shall have the right to not make payments of interest shall be due on any Interest Payment Date, and payable. At at the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities thereon (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series Debentures, to the extent permitted by applicable law); , provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (ia) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock (which includes common and preferred stock) or (iib) make any payment of principal, interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank pari passu with or junior to the Debentures (other than (i) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including any Other Debenturescapital stock) that rank pari passu with or junior in right of payment to the Securities securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (iiiii) make redemptions or purchases of any guarantee payments with respect rights pursuant to any guarantee by Rights Agreement and the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholders' such rights plan, or the issuance of preferred stock under any such plan plans in the future, or the redemption or repurchase of any such rights pursuant thereto, (ciii) payments under the Guarantee, (iv) purchases of Company Common Stock related to the issuance of Company Common Stock under any Guarantee and of the Company's benefit plans for its directors, officers or employees, (dv) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one series or class or series of the Company's capital stock for another series or class or series of the Company's capital stock; stock and (evi) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and (f) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plansexchanged). Before Prior to the termination of any such Extension Period, the Company may further defer payments of extend the interest by further extending such payment period, provided that no such Extension Period shall exceed the period or periods specified in such Securities 20 consecutive quarters or extend beyond the Stated Maturity of the principal of such SecuritiesDebentures. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Datedue, the Company may elect to begin select a new Extension Period, subject to the above requirements. No interest interest, including Additional Interest, if any, shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the The Company shall give written notice to the Administrative Trustees of such TrustTrustee, the Property Trustee of such Trust and the Trustee of its selection of such Extension Period (or an extension thereof) at least five Business Days before the earlier of (i) the date on which distributions on the Trust Securities issued by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 one Business Days before Day prior to the earlier of (i) the next succeeding Interest Payment Daterecord date for the date the distributions on the Preferred Securities of the Trust (or if no, or Preferred Securities are outstanding, for the date interest on the Debentures) would have been payable except for the election to begin such Extension Period and (ii) the date the Company Property Trustee (or, if no Preferred Securities are outstanding, the Trustee) is required to give notice of the record to NYSE or payment date other applicable self-regulatory organization or to holders of such interest payment to any national securities exchange. There is Preferred Securities (or, if no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period Preferred Securities are outstanding, to the Holders of the Outstanding Securities such Debentures) of such seriesrecord date, but in any event not less than one Business Day prior to such record date. Such notice shall specify the period selected.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, and so long as the Consolidated Interest Coverage Ratio of the Company for the Reference Period immediately preceding what would (but for the Extension Period, defined below) otherwise be an Interest Payment Date shall be less than 1.50 to 1, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or ), (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debenturessecurities other than the Securities of such series) that rank ranks pari passu in all respects with or junior in right of payment interest to the Securities of such series, or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks rank pari passu in all respects with or junior Junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, capital stock (which includes common stock of the Companyand preferred stock), (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any the Xxxxxxxxxx Guarantee related to the Preferred Securities issued by the Xxxxxxxxxx Industries Trust holding Securities of such series, and (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases of common stock Common Stock related to the issuance of common stock Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees employees) or (iii) redeem, purchase or acquire less than all of the Securities of such series or any of the Company's dividend reinvestment plans)Preferred Securities. Before Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending extend such periodExtension Period, provided that no such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities or to extend beyond the Stated Maturity of the principal of such SecuritiesSecurities and, provided further, that any such Extension Period may continue only so long as (x) no Event of Default has occurred and is continuing, and (y) the Consolidated Interest Coverage Ratio of the Company for the Reference Period immediately preceding what would (but for such Extension Period) otherwise be an Interest Payment Date is less than 1.50 to 1. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If The Company shall give the Trustee, the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to and the Administrative Trustees of such Trust, the Property Trustee Xxxxxxxxxx Industries Trust holding securities of such Trust and the Trustee series notice of its selection election of such any Extension Period (or an extension thereof) at least five Business Days before one business Day prior to the earlier of (i) the next occurring date on which distributions Distributions on the Trust Preferred Securities issued by of such Xxxxxxxxxx Industries Trust would have been be payable except for the election to begin or extend such Extension Period, Period or (ii) the date the Administrative Trustees are required to give notice to the American Stock Exchange, the New York Stock Exchange, the Nasdaq Stock Market or other applicable stock exchange or automated quotation system on which the Preferred Securities are then listed or quoted or to holders of 37 such Preferred Securities as of the record date, date or (iii) the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five not less than one Business Days before Day prior to such record date. If the Property The Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date Company's election to begin a new Extension Period to the holders of such interest payment to any national securities exchangethe Securities. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders holders of the Outstanding outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law)) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or , (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities security of the Company (including any Other Debentures) that rank ranks pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks that by their terms rank pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Guarantee and (d) as a result of a reclassification of the Company's capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of the Company's capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or the conversion of one any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for another any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock; , (ec) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) payments under the Guarantee with respect to the Securities of such series, or (f) purchases any dividend in the form of common stock related to stock, warrants, options or other rights where the issuance of common dividend stock or the stock issuable upon exercise of such warrants, options or other rights under any of is the Company's benefit plans for its directors, officers same stock as that on which the dividend is being paid or employees ranks pari passu with or any of the Company's dividend reinvestment plansjunior to such stock). Before Prior to the termination of any such Extension Period, the Company may further defer payments the payment of interest by further extending such periodinterest, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of such Extension Period (or an extension thereof) at least five Business Days before the earlier of (i) the date on which distributions on the Trust Securities issued by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the The Company shall give the Holders of the Securities and the Trustee of such series written notice of its selection of election to begin any such Extension Period at least 10 ten Business Days before prior to the earlier of (iw) the next succeeding Interest Payment DateDate on which interest on Securities of such series would be payable but for such deferral, or and (iix) the date the Company is required to give notice to any applicable self-regulatory organization or to Holders of such Securities of the record date or payment date the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With respect to Securities of a series issued to a Trust or a Trustee on behalf of a Trust, so long as such Securities are held by such Trust or a Trustee on behalf of such interest payment Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the earlier of (y) the next succeeding date on which Distributions on the Capital Securities of such Trust would be payable but for such deferral, and (z) the date the Administrative Trustees of such Trust are required to give notice to any national securities exchange. There is no limitation on applicable self-regulatory organization or to holders of such Capital Securities of the number of times that record date or the Company may elect date such Distributions are payable, but in any event not less than one Business Day prior to begin an Extension Period. The such record date; and in either case, the Administrative Trustee shall promptly give notice to the holders of the Capital Securities of such Trust, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such seriesPeriod.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 3.01 with respect to the Securities of a particular series, so long as provided that no Event of Default has occurred and is continuingcontinuing with respect to such Securities, the Company shall have the right, at any time or from time to time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 3.01 (each, an "Extension Period") during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall may extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during these Securities. During any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) ), or (ii) make any payment of principal, interest interest, or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Guarantee and the applicable Company Guarantee, (d) purchases or acquisitions of shares of the Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior to these Securities, (e) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; , or (ef) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and (f) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plansexchanged). Before Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending extend such periodExtension Period; provided, provided however, that no Extension Period shall exceed the period or periods specified in -41- such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If The Company shall give the Trustee and the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of election to begin any such Extension Period (or an extension thereof) at least five three Business Days before prior to the Interest Payment Date or, with respect to the Securities of a series issued to a Highlands Capital Trust, prior to the earlier of (i) the date on which distributions the Distributions on the Trust Securities issued by of such Highlands Capital Trust would have been payable except for the election to begin or extend such Extension Period, Period or (ii) the date the Administrative Trustees or such Highlands Capital Trust are required to give notice to any automated quotation system or to holders of 37 Trust Securities of the record date, date or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five not less than three Business Days before prior to such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 3.01 with respect to the Securities of a particular series, so long as provided that no Event of Default has occurred and is continuingcontinuing with respect to such Securities, the Company shall have the right, at any time or from time to time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 3.01 (each, an "Extension Period") during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall may extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during these Securities. During any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) ), or (ii) make any payment of principal, interest interest, or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Guarantee and the applicable Company Guarantee, (d) purchases or acquisitions of shares of the Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior to these Securities, (e) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; , or (ef) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and (f) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plansexchanged). Before Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending extend such periodExtension Period; provided, provided however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If The Company shall give the Trustee and the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of election to begin any such Extension Period (or an extension thereof) at least five three Business Days before prior to the Interest Payment Date or, with respect to the Securities of a series issued to a Guaranty Capital Trust, prior to the earlier of (i) the date on which distributions the Distributions on the Trust Securities issued by of such Guaranty Capital Trust would have been payable except for the election to begin or extend such Extension Period, Period or (ii) the date the Administrative Trustees or such Guaranty Capital Trust are required to give notice to any automated quotation system or to holders of 37 Trust Securities of the record date, date or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five not less than three Business Days before prior to such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company Corporation shall have the right, at any time during the term of such Securities, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension PeriodEXTENSION PERIOD") ), during which Extension Periods no the Corporation shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest (including any Additional Interest) on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company Corporation shall pay all interest then accrued and unpaid on the such Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series series, to the extent permitted by applicable law); providedPROVIDED, howeverHOWEVER, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; providedand PROVIDED FURTHER, further, HOWEVER that during any such Extension Period, the Company Corporation shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock or patrons' equity, (which includes common and preferred stockii) redeem any patronage refund allocations or (iiiii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) Corporation that rank pari passu PARI PASSU in all respects with or junior in right of payment interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Securities series (other than (a) dividends repurchases, redemptions or distributions other acquisitions of shares of capital stock of the Corporation held by a member, upon the death or dissolution of such member or otherwise because such member has ceased to be eligible for membership in shares the Corporation, if the Board of Directors approves such repurchase or redemption pursuant to a policy of assuring that the Corporation operates as a cooperative in compliance with Subchapter T of the Internal Revenue Code, (b) as a result of an exchange or conversion of any class or series of the Corporation's capital stock (or any capital stock of an affiliate of the Corporation) for any class or series of the Corporation's capital stock or of any class or series of the Corporation's indebtedness for any class or series of the Corporation's capital stock, (c) the declaration of, or options, warrants any payment or rights to subscribe setting aside for or purchase shares payment of, patronage refunds, provided that not more than 40% of such aggregate patronage refunds for any fiscal year shall be in cash, with the remainder to be paid in the form of common stock of the Companyor patronage refund allocations, (bd) any declaration of a dividend in connection with the implementation of a stockholdersany shareholders' rights plan, or the issuance of rights, stock or other property under any such plan in the futureshareholders' rights plan, or the redemption or repurchase of any such rights pursuant thereto, or (ce) payments under any Guarantee and (d) as a result dividend in the form of a reclassification of stock, warrants, options or other rights where the Company's capital dividend stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions issuable upon exercise of such capital warrants, options or other rights is the same stock as that on which the dividend is being paid or the security being exchanged ranks PARI PASSU with or converted; and (f) purchases of common stock related junior to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment planssuch stock). Before Prior to the termination of any such Extension Period, the Company Corporation may further defer payments the payment of interest by further extending such periodinterest, provided PROVIDED that no Event of Default has occurred and is continuing, and PROVIDED FURTHER that no Extension Period shall exceed the period or periods specified in such Securities or Securities, extend beyond the Stated Maturity of the principal of such SecuritiesSecurities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and (including any Additional Interest and additional amounts Interest) then due on any Interest Payment Date, the Company Corporation may elect to begin a new Extension Period, subject to the above requirementsconditions. No interest (including any Additional Interest) shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee , but each installment of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust interest that would otherwise have been due and the Trustee of its selection of payable during such Extension Period (or an extension thereof) at least five Business Days before shall bear Additional Interest as and to the earlier of (i) the date on which distributions on the Trust Securities issued extent as may be specified as contemplated by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record dateSection 3.1. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company The Corporation shall give the Holders of the Securities of such series and the Trustee written notice of its selection of election to begin any such Extension Period at least 10 one Business Days before Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding Interest Payment Datedate on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, or and (ii) the date on which the Company Property Trustee of such Issuer Trust is required to give notice to holders of such Capital Securities of the record date or payment the date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension PeriodDistributions are payable. The Trustee shall promptly give notice of the CompanyCorporation's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "“Extension Period"”) during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's ’s capital stock (which includes common and preferred stock) , or (ii) make any payment of principal, interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee Guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks that by their terms rank pari passu or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock Common Stock of the Company, Company (b) redemptions or purchases of any rights pursuant to a Company rights plan, if any, or any successor to such a plan, and the declaration of a dividend in connection with the implementation of a stockholders' such rights plan, or the issuance of stock under any such plan plans in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Guarantee Lincoln Guarantee, and (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases of common stock Common Stock related to the issuance of common stock or rights Common Stock under any of the Company's ’s benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plansemployees). Before Prior to the termination of any such Extension Period, the Company may further defer payments of extend the interest by further extending such payment period, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the The Company shall give written notice to the Administrative Trustees Holders of the Securities of such Trust, the Property Trustee of such Trust series and the Trustee notice of its selection of election to begin any such Extension Period (or an extension thereof) at least five one Business Days before Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to a Lincoln Trust, prior to the earlier of (i) the date on which the distributions on the Preferred Securities of such Lincoln Trust Securities issued by such Trust would have been are payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees of such Lincoln Trust are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of 37 such Preferred Securities of the record date, date or the date such Distributions distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five not less than one Business Days before Day prior to such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly upon the written request and at the expense of the Company give notice of the Company's ’s election to begin any such Extension Period to the Holders of the Outstanding outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, [the Company shall not, and shall cause any Subsidiary not to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) , or (ii) make any payment of principal, interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee Guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks that by their terms rank pari passu or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company, Company (b) redemptions or purchases of any rights pursuant to the Company's Rights Plan, or any successor to such Rights Plan, and the declaration of a dividend in connection with the implementation of a stockholders' such rights plan, or the issuance of stock under any such plan plans in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Guarantee Sierra Pacific Guarantee), and (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases of common stock Common Stock related to the issuance of common stock or rights Common Stock under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plans). Before employees.] Prior to the termination of any such Extension Period, the Company may further defer payments of extend the interest by further extending such payment period, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the The Company shall give written notice to the Administrative Trustees Holders of the Securities of such Trust, the Property Trustee of such Trust series and the Trustee notice of its selection of election to begin any such Extension Period (or an extension thereof) at least five one Business Days before Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to a Sierra Pacific Trust, prior to the earlier of (i) the date on which distributions the Distributions on the Preferred Securities of such Sierra Pacific Trust Securities issued by such Trust would have been are payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees of such Sierra Pacific Trust are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of 37 such Preferred Securities of the record date, date or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five not less than one Business Days before Day prior to such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, each an "Extension Period") not to ---------------- exceed the number of consecutive quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, have the right to make no payments or partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, and provided further, that however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) , or (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu in all respects with or junior in right of payment interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Securities series (other than (a) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, common of capital stock of the CompanyCompany in connection with any employment contract, (b) benefit or incentive plan or other similar arrangement with or for the benefit of any declaration one or more employees, officers, directors or consultants of the Company or its Subsidiaries, in connection with a dividend reinvestment or stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any of the Company (or securities convertible into or exercisable for such plan capital stock) as consideration in an acquisition transaction entered into prior to the future, or the redemption or repurchase of any such rights pursuant theretoapplicable Extension Period, (c) payments under any Guarantee and (db) as a result of a reclassification of the Company's capital stock or the an exchange or the conversion of one any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for another any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock; , (ec) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock or (f) purchases of common stock related to payments by the issuance of common stock or rights Company under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plansGuarantee). Before Prior to the termination of any such Extension Period, the Company may further defer payments the payment of interest by further extending such periodinterest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities or Securities, extend beyond the Stated Maturity of the principal of such SecuritiesSecurities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirementsconditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee , but each installment of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust interest that would otherwise have been due and the Trustee of its selection of payable during such Extension Period (or an extension thereof) at least five Business Days before shall bear Additional Interest as and to the earlier of (i) the date on which distributions on the Trust Securities issued extent specified by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record dateSection 3.1. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the The Company shall give the Holders of the Securities of such series and the Trustee written notice of its selection of election to begin any such Extension Period at least 10 one Business Days before Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding Interest Payment Datedate on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, or and (ii) the record date for determining the Company is required to give notice of the record or payment date holders of such interest payment Capital Securities entitled to any national securities exchange. There is no limitation such Distributions on the number of times that the Company may elect to begin an Extension PeriodCapital Securities. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 3.01 with respect to the Securities of a particular series, so long as provided that no Event of Default has occurred and is continuingcontinuing with respect to such Securities, the Company shall have the right, at any time or from time to time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 3.01 (each, an "Extension Period") during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall may extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during these Securities. During any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) ), or (ii) make any payment of principal, interest interest, or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Guarantee and the applicable Company Guarantee, (d) purchases or acquisitions of shares of the Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior to these Securities, (e) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; , or (ef) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and (f) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plansexchanged). Before Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending extend such periodExtension Period; provided, provided however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If The Company shall give the Trustee and the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of election to begin any such Extension Period (or an extension thereof) at least five three Business Days before prior to the Interest Payment Date or, with respect to the Securities of a series issued to a Southern Financial Capital Trust, prior to the earlier of (i) the date on which distributions the Distributions on the Trust Securities issued by of such Southern Financial Capital Trust would have been payable except for the election to begin or extend such Extension Period, Period or (ii) the date the Administrative Trustees or such Southern Financial Capital Trust are required to give notice to any automated quotation system or to holders of 37 Trust Securities of the record date, date or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five not less than three Business Days before prior to such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 301 with respect to the Debt Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Debt Securities for such period or periods as may be specified as contemplated by Section 3.1 301 (each, an "Extension Period") ), during which Extension Periods no the Company shall, if so specified as contemplated by Section 301, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Debt Securities (together with Additional Interest thereon, if any, at the rate specified for the Debt Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Debt Securities of such series; provided, and provided further, that however that, unless otherwise specified as contemplated by Section 301, during any such Extension Period, the Company shall not (i) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Debt Securities of such series, or (ii) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, common of capital stock of the CompanyCompany in connection with any employment contract, (b) benefit plan or other similar arrangement with or for the benefit of any declaration of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any of the Company (or securities convertible into or exercisable for such plan capital stock) as consideration in an acquisition transaction entered into prior to the future, or the redemption or repurchase of any such rights pursuant theretoapplicable Extension Period, (c) payments under any Guarantee and (db) as a result of a reclassification of the Company's capital stock an exchange, redemption or the exchange or the conversion of one any class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for another any other class or series of the Company's capital stock; , or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (ec) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security securities being exchanged converted or converted; and exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) any payment by the Company under any Guarantee Agreement, or (f) purchases any dividend in the form of common stock related to stock, warrants, options or other rights where the issuance of common dividend stock or the stock issuable upon exercise of such warrants, options or other rights under any of is the Company's benefit plans for its directors, officers same stock as that on which the dividend is being paid or employees ranks pari passu with or any of the Company's dividend reinvestment plansjunior to such stock)]. Before Prior to the termination of any such Extension Period, the Company may further defer payments the payment of interest by further extending such periodinterest, provided that no Event of Default has occurred and is continuing, and provided, further that no Extension Period shall exceed the period or periods specified in such Securities or Debt Securities, extend beyond the Stated Maturity of the principal of such SecuritiesDebt Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirementsconditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee , but each installment of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust interest that would otherwise have been due and the Trustee of its selection of payable during such Extension Period (or an extension thereof) at least five Business Days before shall bear Additional Interest as and to the earlier of (i) the date on which distributions on the Trust Securities issued extent as may be specified as contemplated by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record dateSection 301. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the The Company shall give the Holders of the Debt Securities of such series and the Trustee written notice of its selection of election to begin any such Extension Period at least 10 one Business Days before Day prior to the next succeeding Interest Payment Date on which interest on Debt Securities of such series would be payable but for such deferral or, with respect to any Debt Securities of a series issued to an Issuer Trust, so long as any such Debt Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding Interest Payment Datedate on which Distributions on the Capital Trust Securities of such Issuer Trust would be payable but for such deferral, or and (ii) the date on which the Company Property Trustee of such Issuer Trust is required to give notice to holders of such Capital Trust Securities of the record date or payment the date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension PeriodDistributions are payable. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Debt Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 301 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 301 (each, an "Extension Period") ), during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) , or (ii) make any payment of principal, interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Securities foregoing (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock Common Stock of the Company, (b) redemptions or purchases of any rights pursuant to the Company's Preferred Stock Purchase Rights Plan, or any successor to such Preferred Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of a stockholders' such rights plan, or the issuance of stock Preferred Stock under any such plan plans in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Guarantee and Nevada Power Guarantee, (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases of common stock Common Stock related to the issuance of common stock or rights Common Stock under any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of the Company's dividend reinvestment plansits Subsidiaries). Before Prior to the termination of any such Extension Period, the Company may further defer payments of extend the interest by further extending such payment period, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the The Company shall give written notice to the Administrative Trustees Holders of the Securities of such Trust, the Property Trustee of such Trust series and the Trustee notice of its selection of election to begin any such Extension Period (or an extension thereof) at least five one Business Days before Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP Trust, prior to the earlier of (iI) the date on which distributions the Distributions on the Preferred Securities of such NVP Trust Securities issued by such Trust would have been are payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of 37 such Preferred Securities of the record date, date or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five not less than one Business Days before Day prior to such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 3.01 with respect to the Securities of a particular series, so long as on or after the Rate Reset Date provided that no Event of Default has occurred and is continuingcontinuing with respect to such Securities, the Company shall have the right, at any time or from time to time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 3.01 (each, an "Extension Period") during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional interest thereon accrued at available annual rate equal to the Applicable Rate, compounded semi-annually from the relevant Interest thereonPayment Date, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, howeverPROVIDED, HOWEVER, that no Extension Period shall may extend beyond the Stated Maturity of the principal these Securities. During an Extension Period, interest will continue to accrue and Holders of the Securities of such series; provided, further, that during will be required to accrue interest income for U.S. Federal income tax purposes. During any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) ), or (ii) make any payment of 58 58 principal, interest interest, or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu PARI PASSU with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu PARI PASSU with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Guarantee and the applicable National City Capital Guarantee, (d) purchases or acquisitions of shares of the Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to these Securities, (e) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; , or (ef) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and (f) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plansexchanged). Before Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending extend such periodExtension Period; PROVIDED, provided HOWEVER, that no Extension Period shall exceed the period or 10 consecutive semi-annual periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. If The Company shall give the Holders, the Trustee and the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of election to begin any such Extension Period (or an extension thereof) at least five three Business Days before prior to the Interest Payment Date or, with respect to the Securities of a series issued to a National City Capital Trust, prior to the earlier of (i) the date on which distributions the Distributions on the Trust Securities issued by of such National City Capital Trust would have been payable except for the election to begin or extend such Extension Period, Period or (ii) the date the Administrative Trustees of such National City Capital Trust are required to give notice to any automated quotation system or to holders of 37 Trust Securities of the record date, date or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five not less than three Business Days before 59 59 prior to such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) , or (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities security of the Company (including any Other Debentures) that rank ranks pari passu in all respects with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu in all respects with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, common of capital stock of the CompanyCompany in connection with any employment contract, (b) benefit plan or other similar arrangement with or for the benefit of any declaration of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or shareholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any of the Company (or securities convertible into or exercisable for such plan stock) as consideration in an acquisition transaction entered into prior to the future, or the redemption or repurchase of any such rights pursuant theretoExtension Period, (c) payments under any Guarantee and (db) as a result of a reclassification of the Company's capital stock or the an exchange or the conversion of one any class or series of the Company's capital stock for another any other indebtedness for any class or series of the Company's capital stock; , (ec) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and exchanged, (fd) purchases any declaration of common stock related to a dividend in connection with the implementation or amendment of the Company shareholders' rights plan (or any successor thereto), or the issuance of common rights, stock or rights other property under any such rights plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the Company's benefit plans for its directorsform of stock, officers warrants, options or employees other rights where the dividend stock or any the stock issuable upon exercise of such warrants, options or other rights is the Company's same stock as that on which the dividend reinvestment plansis being paid or ranks pari passu with or junior to such stock). Before Prior to the termination of any such Extension Period, the Company may further defer payments of extend the interest by further extending such payment period, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirementsconditions. No interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust and the Trustee of its selection of such Extension Period (or an extension thereof) at least five Business Days before the earlier of (i) the date on which distributions on the Trust Securities issued by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the The Company shall give the Holders of the Securities and the Trustee written Issuer Trustees notice of its selection of election to begin any such Extension Period at least 10 one Business Days before Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to a KeyCorp Trust, so long as such Securities are held by such KeyCorp Trust, prior to the earlier of (i) the next succeeding Interest Payment Date, date on which Distributions on the Capital Securities of such KeyCorp Trust would be payable but for such deferral or (ii) the date the Company Property Trustee of such KeyCorp Trust is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Capital Securities of the record date or payment the date of such interest payment Distributions are payable, but in any event not less than one Business Day prior to any national securities exchangesuch record date. There is no limitation on For purposes hereof, neither the number of times that Company's Senior Debt nor its Senior Subordinated Debt shall be deemed to be pari passu with the Company may elect to begin an Extension PeriodSecurities. The Trustee Trustee, at the expense of the Company, shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 3.1, but not less than 20 consecutive quarters (each, an "Extension “Deferral Period") ”), during which Extension Deferral Periods no the Company shall if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. The Company shall be due and payableexercise such right to defer the payment of the interest on such Securities at its option or when directed to do so by the Federal Reserve. No Deferral Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Deferral Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Deferral Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that, unless otherwise specified as contemplated by Section 3.4, that during any such Extension Deferral Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions onon any shares of the Company’s capital stock, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock (which includes common and ’s preferred stock) or , (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities security of the Company (including any Other Debentures) that rank ranks pari passu in all respects with or junior in right of payment interest to the Securities of such series (except for partial payments of interest with respect to such series of Securities) or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks that by their terms rank pari passu in all respects with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends any repurchase, redemption or distributions in other acquisition of shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company’s capital stock in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (2) the satisfaction of the Company’s obligations pursuant to any contract entered into in the ordinary course prior to the beginning of the Deferral Period, (3) a dividend reinvestment or stockholder purchase plan, or (4) the issuance of the Company’s capital stock, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Deferral Period; (b) any exchange, redemption or conversion of any class or series of the Company’s capital stock, or the capital stock of one of its subsidiaries, for any other class or series of the Company’s capital stock, or any class or series of the Company’s indebtedness for any class or series of its capital stock; (c) any purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the securities being converted or exchanged; (d) any declaration of a dividend in connection with the implementation of a stockholders' any rights plan, or the issuance of rights, stock or other property under any such plan in the futurerights plan, or the redemption or repurchase of any such rights pursuant thereto, ; (ce) payments under any Bridge Bancorp Guarantee and (d) as a result of a reclassification executed for the benefit of the Company's capital stock or the exchange or the conversion of one class or series holders of the Company's capital stock for another class Trust Preferred Securities; or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases any dividend in the form of common stock related to stock, warrants, options or other rights where the issuance of common dividend stock or stock issuable upon exercise of such warrants, options or other rights under any of is the Company's benefit plans for its directors, officers same stock as that on which the dividend is being paid or employees ranks equally with or any of the Company's dividend reinvestment plansjunior to such stock). Before Prior to the termination of any such Extension Deferral Period, the Company may further defer payments of extend the interest by further extending such payment period, provided that no Extension Deferral Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Deferral Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Deferral Period, subject to the above requirements. No interest shall be due and payable during an Extension Deferral Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the The Company shall give written notice to the Administrative Trustees of such TrustTrustee, the Property Trustee of such Trust and the Trustee each Paying Agent notice of its selection of such Extension Period (or an extension thereof) at least five Business Days before the earlier of (i) the date on which distributions on the Trust Securities issued by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Deferral Period at least 10 ten Business Days before the earlier of (i) prior to the next succeeding Interest Payment Date, or (ii) Date on the date the Company is required to give notice of the record or payment date Securities of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Periodseries. The Trustee shall promptly give notice of the Company's ’s election to begin or extend any such Extension Deferral Period to the Holders of the Outstanding Securities of such series, unless otherwise specified with respect to such series in accordance with Section 3.1.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so (a) So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such the Securities, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, each an "Extension Period") not to exceed the number of consecutive interest periods that equal 20 consecutive quarterly periods with respect to each Extension Period, during which Extension Periods no the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such seriesSecurities; provided, and provided further, that however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or , (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment interest to the Securities, including the Company's obligations associated with the Preferred Securities or (iii) make any guarantee payments with respect to any guarantee by the Company redeem, purchase or acquire less than all of the debt securities of Securities or any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Preferred Securities (other than (aA) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, common of capital stock of the Company, (b) any declaration of a dividend Company in connection with any employment contract, benefit plan or other similar arrangement with or for the implementation benefit of any one or more employees, officers, directors or consultants, in connection with a stockholders' rights dividend reinvestment or stockholder stock purchase plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Guarantee and (dB) as a result of a reclassification of the Company's capital stock or the reclassification, an exchange or the conversion of one any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for another any class or series of the Company's capital stock; , (eC) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and exchanged, (fD) purchases any declaration of common stock related to a dividend in connection with any Rights Plan, or the issuance of common rights, stock or rights other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the Company's benefit plans for its directorsform of stock, officers warrants, options or employees other rights where the dividend stock or any the stock issuable upon exercise of such warrants, options or other rights is the Company's same stock as that on which the dividend reinvestment plansis being paid or ranks pari passu with or junior to such stock). Before Prior to the termination of any such Extension Period, the Company may further defer payments the payment of interest by further extending such periodinterest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities or twenty (20) consecutive quarterly periods, extend beyond the Stated Maturity of the principal of such SecuritiesSecurities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirementsconditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee , but each installment of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust interest that would otherwise have been due and the Trustee of its selection of payable during such Extension Period (or an extension thereof) at least five Business Days before the earlier of (i) the date on which distributions on the Trust Securities issued by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record dateshall bear Additional Interest. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the The Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period at least one Business Day prior to the Holders next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (x) the next succeeding date on which Distributions (as defined in the Trust Agreement) on the Preferred Securities of the Outstanding Issuer Trust would be payable but for such deferral, and (y) the date on which the Property Trustee of the Issuer Trust is required to give notice to holders of such Preferred Securities of the record date or the date such seriesDistributions are payable, but in any event not less than one Business Day prior to such record date.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 301 with respect to the Debt Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such Securitiesseries, from time to time to defer the payment of interest on such Debt Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, each an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods no the Company shall, if so specified as contemplated by Section 301, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall be due and payableend on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Debt Securities (together with Additional Interest thereon, if any, at the rate specified for the Debt Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Debt Securities of such series; provided, and provided further, that however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) , or (ii) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu in all respects with or junior in right of payment interest to the Debt Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in right of payment to the Securities series (other than (a) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, common of capital stock of the CompanyCompany in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants or in connection with a dividend reinvestment or shareholder stock purchase plan, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Guarantee and (d) as a result of a reclassification of the Company's capital stock or the an exchange or the conversion of one any class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for another any class or series of the Company's capital stock or of any class or series of the Company's then outstanding indebtedness for any class or series of the Company's capital stock; , (ec) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange or conversion provisions of such capital stock or the security being exchanged converted or converted; and exchanged, (fd) purchases any declaration of common a dividend in the form of capital stock related to in connection with any Rights Plan, or the issuance of common rights to capital stock under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights under any of is the Company's benefit plans for its directors, officers same stock as that on which the dividend is being paid or employees ranks pari passu with or any of the Company's dividend reinvestment plansjunior to such stock). Before Prior to the termination of any such Extension Period, the Company may further defer payments the payment of interest by further extending such periodinterest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities or Debt Securities, extend beyond the Stated Maturity of the principal of such SecuritiesDebt Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirementsconditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee , but each installment of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Administrative Trustees of such Trust, the Property Trustee of such Trust interest that would otherwise have been due and the Trustee of its selection of payable during such Extension Period (or an extension thereof) at least five Business Days before shall bear Additional Interest as and to the earlier of (i) the date on which distributions on the Trust Securities issued extent as may be specified as contemplated by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event at least five Business Days before such record dateSection 301. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the The Company shall give the Holders of the Debt Securities of such series and the Trustee written notice of its selection of election to begin any such Extension Period at least 10 one Business Days before Day prior to the next succeeding Interest Payment Date on which interest on Debt Securities of such series would be payable but for such deferral or, with respect to any Debt Securities of a series issued to a Trust, so long as any such Debt Securities are held by such Trust, at least one Business Day prior to the earlier of (i) the next succeeding Interest Payment Date, or date on which Distributions (as defined in the applicable Trust Agreement) on the Trust Preferred Securities of such Trust would be payable but for such deferral and (ii) the date on which the Company Property Trustee of such Trust is required to give notice to holders of such Trust Preferred Securities of the record date or payment the date of such interest payment Distributions are payable, but in any event not less than one Business Day prior to any national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Periodsuch record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Debt Securities of such series.] Section 313. [Right to Set-off. With respect to the Debt Securities of a series initially issued to a Trust, notwithstanding anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required to make in respect of any such Debt Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee relating to such Debt Security or to a holder of Trust Preferred Securities pursuant to an action undertaken under Section 808 of this Indenture.]