Common use of Conduct of Business in the Ordinary Course Clause in Contracts

Conduct of Business in the Ordinary Course. Each of Global and U S WEST covenants and agrees that, between the date hereof and the Effective Time, unless the Transition Committee shall otherwise consent in writing, and except as described on Schedule 6.2 hereto or as otherwise expressly contemplated hereby, the business of such Party and its Subsidiaries shall be conducted only in, and such entities shall not take any action except in, the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permits; and each of Global and U S WEST and their respective Subsidiaries will use their commercially reasonable efforts to preserve substantially intact their business organizations, to keep available the services of those of their present officers, employees and consultants who are integral to the operation of their businesses as presently conducted and to preserve their present relationships with significant customers and suppliers and with other persons with whom they have significant business relations; provided, however, that no action by Global or U S WEST or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 6.2 shall be deemed a breach of this sentence unless such action would constitute a breach of one or more of such other provisions. By way of amplification and not limitation, unless the Transition Committee shall otherwise consent in writing, and except as set forth on Schedule 6.2 hereto or as otherwise expressly contemplated by this Agreement, each of Global and U S WEST agrees on behalf of itself and its Subsidiaries that they will not, between the date hereof and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the other: (i) except for (A) the issuance of shares of Global Common Stock and U S WEST Common Stock in the ordinary course of business and in a manner consistent with past practice in amounts not exceeding the amounts set forth in Schedule 6.2 in order to satisfy obligations under employee benefit plans disclosed in Schedule 4.3 or 5.3 and U S WEST Equity Rights or Global Equity Rights issued thereunder and under existing dividend reinvestment plans; (B) grants of stock options with respect to Global Common Stock or U S WEST Common Stock to employees as set forth on Schedule 6.2 hereto in the ordinary course of business and in a manner consistent with past practice; (C) the issuance of shares of Global Common Stock pursuant to the transaction contemplated by the Frontier Merger Agreement; (D) issuances made to newly hired employees of Global or its Subsidiaries in amounts not exceeding the amounts set forth in Schedule 6.2; (E) issuances in respect of or in connection with any acquisitions, mergers, share exchanges, consolidations, business combinations or similar transactions by Global or its Subsidiaries permitted by Section 7.18 hereof; (F) sales of securities in connection with a secondary offering by shareholders of Global; and (G) issuances of equity securities as set forth on Schedule 6.2; (H) the issuance of securities by a Subsidiary to any Person which is directly or indirectly wholly-owned by Global or U S WEST (as the case may be); and (I) liens granted to secure indebtedness permitted by Schedule 6.2: issue, sell, pledge, dispose of, encumber, authorize, or propose the issuance, sale, pledge, disposition, encumbrance or authorization of any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock of, or any other ownership interest in, such Party or any of its Subsidiaries; (ii) amend or propose to amend the Certificate of Incorporation or Bylaws (or other comparable organizational document) of such Party or any of its Subsidiaries, except as disclosed in the draft joint proxy statement of Global and Frontier to be filed in connection with the Frontier Merger, or adopt, amend or propose to amend any shareholder rights plan or related rights agreement; provided, however, Global shall be permitted to (A) achieve a "discontinuance" under the laws of Bermuda and (B) continue in, and be subject to; the laws of the State of Delaware (or any other State of the United States of America) or, subject to the consent of U S WEST, which consent shall not be unreasonably withheld or delayed, the laws of any other jurisdiction; (iii) split, combine or reclassify any outstanding shares of Global Common Stock or U S WEST Common Stock, or declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise with respect to shares of Global Common Stock or U S WEST Common Stock, except pursuant to Section 7.20; (iv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of its capital stock, except that Global shall be permitted to acquire shares of Global Common Stock and U S WEST shall be permitted to acquire shares of U S WEST Common Stock from time to time in open market transactions, consistent with past practice and in compliance with applicable law and the provisions of any applicable employee benefit plan, program or arrangement, for issuance upon the exercise of options and other rights granted, and the lapsing of restrictions, under such Party's respective employee benefit plans, programs and arrangements and dividend reinvestment plans; or (v) authorize or propose or enter into any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(a); (i) except with respect to acquisition transactions which are subject to Section 7.18 hereof, acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or make or increase any investment in another entity (other than an entity which is a wholly-owned Subsidiary of such Party as of the date hereof and other than incorporation of a wholly-owned Subsidiary) or joint ventures in connection with network buildouts, and investments in customers in the ordinary course of business and investments permitted by Schedule 6.2; (ii) except in the ordinary course of business and in a manner consistent with past practice or as may be required by, or in accordance with, law or any Governmental or Regulatory Authority in order to permit or facilitate the consummation of the transactions contemplated hereby, sell, pledge, dispose of, or encumber or authorize or propose the sale, pledge, disposition or encumbrance of any assets of such Party or any of its Subsidiaries, except for transactions which do not exceed $2,000,000 individually or $10,000,000 in the aggregate in any twelve (12) month period; (iii) except in the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permits, authorize or make capital expenditures; (iv) except with respect to acquisition transactions which are subject to Section 7.18 hereof, enter into any other agreement, contract or commitment except (1) in the ordinary course of business of operating the existing businesses of Global or U S WEST, as the case may be, or (2) in accordance with the then current business plan for any of the other existing businesses of Global or U S WEST, as the case may be; or (v) authorize or enter into any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(b); (c) incur indebtedness (from that shown on its balance sheet as of December 31, 1998) except as permitted by Schedule 6.2 hereto; (d) enter into (i) leveraged derivative contracts (defined as contracts that use a factor to multiply the underlying index exposure), or (ii) other derivative contracts except for the purpose of hedging known interest rate and foreign exchange exposures or otherwise reducing such Party's cost of financing; (e) take any action with respect to the grant of any severance or termination pay, or stay, bonus, or other incentive arrangements (otherwise than pursuant to Benefit Plans and policies of such Party in effect on the date hereof or in the ordinary course of such Party's business) or with respect to any increase in benefits payable under its severance or termination pay policies, or stay, bonus or other incentive arrangements in effect on the date hereof, if all such actions taken were to result, in the payment, or the obligation to pay, of an amount, in any particular case, in excess of $2,000,000; (f) make any payments (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by Legal Requirements or the provisions of any Global Benefit Plan or U S WEST Benefit Plan, as the case may be) under any Global Benefit Plan or any U S WEST Benefit Plan, as the case may be, to any director or employee of, or independent contractor or consultant to, such Party or any of its Subsidiaries, adopt or otherwise materially amend (except for amendments required or made advisable by Legal Requirements) any Global Benefit Plan or U S WEST Benefit Plan, as the case may be, or enter into or amend any employment or consulting agreement of the type which would be required to be disclosed hereunder pursuant to Section 4.11 hereof with respect to Global or Section 5.11 hereof with respect to U S WEST, or grant or establish any new awards under any such existing Global Benefit Plan or U S WEST Benefit Plan or agreement (except in the ordinary course of business and in amounts and in a manner consistent with past practice); (g) file any material amended Tax Returns, settle any material tax audits, or change in any material respect (i) its method of tax accounting or tax practice or (ii) its accounting policies, methods or procedures, except as required by GAAP, or, in the case of Global, as previously disclosed to U S WEST; (h) take any action which could reasonably be expected to materially adversely affect or delay the ability of any of the Parties to obtain any approval of any Governmental or Regulatory Authority required to consummate the transactions contemplated hereby; (i) take any action that would prevent or impede the transactions to be effected pursuant to this Agreement from qualifying for U.S. federal income tax purposes as a tax-free exchange or series of exchanges; (j) other than pursuant to this Agreement, take any action to cause the shares of their respective Common Stock to cease to be quoted on any of the stock exchanges on which such shares are now quoted, other than in the case of Global, the Bermuda Stock Exchange or Nasdaq, provided the Global Common Stock is then listed on the NYSE; (i) issue SARs, new performance shares, restricted stock, or similar equity based rights, except as set forth in Section 6.2(a) and except in the ordinary course of business and in a manner consistent with past practice and as set forth on Schedule 6.2; (ii) materially modify any actuarial cost method, assumption or practice used in determining benefit obligations, annual expense and funding for any Benefit Plan, except to the extent required by GAAP; (iii) materially modify the investment philosophy of the Benefit Plan trusts or maintain an asset allocation which is not consistent with such philosophy, subject to any ERISA fiduciary obligation; (iv) subject to any ERISA fiduciary obligation, enter into any outsourcing agreement, or any other material contract relating to the Benefit Plans or management of the Benefit Plan trusts, provided that U S WEST and Global may enter into any such contracts that may be terminated within two years; (v) offer any new or extend any existing retirement incentive, "window" or similar benefit program; (vi) grant any ad hoc pension increase; (vii) establish any new or fund any existing "rabbi" or similar trust (except in accordance with the current terms of such trust), or enter into any other arrangement for the purpose of securing non-qualified benefits or deferred compensation; (viii) adopt or implement any corporate owned life insurance; or

Conduct of Business in the Ordinary Course. Each of Global and U S WEST covenants and agrees that, between From the date hereof and until the Effective Time, unless the Transition Committee shall otherwise consent in writing, and except as described on Schedule 6.2 hereto or as otherwise expressly contemplated herebyClosing, the business of such Party Sellers shall cause the Company and its Subsidiaries shall be conducted only into operate the Business in the usual, regular and such entities shall not take any action except in, the ordinary course of business and in a substantially the same manner consistent with past practice and all Legal Requirements and Permits; and each of Global and U S WEST and their respective Subsidiaries will as heretofore conducted, to use their commercially reasonable efforts to preserve substantially intact their its present business organizationsorganization, to keep available the services of those of their its present officers, officers and employees and consultants who are integral preserve its relationships to the operation of their businesses as presently conducted end that its goodwill and ongoing business shall not be impaired, and to preserve their present relationships not take any action inconsistent with significant customers this Agreement. The Sellers shall confer with the Buyer regarding operational matters of a material nature and suppliers otherwise report periodically to the Buyer regarding the Business, and with other persons with whom they have significant business relations; providedthe operations and finances of the Company and its Subsidiaries. Without limiting the generality of the foregoing, however, that no action by Global or U S WEST or its Subsidiaries with respect to matters except as specifically addressed by any other provision of otherwise provided for in this Section 6.2 shall be deemed a breach of this sentence unless such action would constitute a breach of one or more of such other provisions. By way of amplification and not limitation, unless the Transition Committee shall otherwise consent in writingAgreement, and except as set forth on Schedule 6.2 hereto expressly consented to by the Buyer in writing, which consent will not be unreasonably withheld, the Sellers shall not permit the Company or as otherwise expressly contemplated by this Agreement, each any of Global and U S WEST agrees on behalf of itself and its Subsidiaries that they will not, between the date hereof and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the otherto: (ia) except for amend its organizational documents; (Ab) the issuance of shares of Global Common Stock and U S WEST Common Stock in the ordinary course of business and in a manner consistent with past practice in amounts not exceeding the amounts set forth in Schedule 6.2 in order to satisfy obligations under employee benefit plans disclosed in Schedule 4.3 or 5.3 and U S WEST Equity Rights or Global Equity Rights issued thereunder and under existing dividend reinvestment plans; (B) grants of stock options with respect to Global Common Stock or U S WEST Common Stock to employees as set forth on Schedule 6.2 hereto in the ordinary course of business and in a manner consistent with past practice; (C) the issuance of shares of Global Common Stock pursuant to the transaction contemplated by the Frontier Merger Agreement; (D) issuances made to newly hired employees of Global or its Subsidiaries in amounts not exceeding the amounts set forth in Schedule 6.2; (E) issuances in respect of or in connection with any acquisitions, mergers, share exchanges, consolidations, business combinations or similar transactions by Global or its Subsidiaries permitted by Section 7.18 hereof; (F) sales of securities in connection with a secondary offering by shareholders of Global; and (G) issuances of equity securities as set forth on Schedule 6.2; (H) the issuance of securities by a Subsidiary to any Person which is directly or indirectly wholly-owned by Global or U S WEST (as the case may be); and (I) liens granted to secure indebtedness permitted by Schedule 6.2: issue, sellgrant sell or pledge or agree or propose to issue, pledgegrant, dispose sell or pledge any shares of, encumber, authorize, or propose the issuance, sale, pledge, disposition, encumbrance rights or authorization of any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind or to acquire any shares of capital stock of, or any other ownership interest in, such Party or any of its Subsidiaries; capital stock; (iic) amend or propose to amend the Certificate of Incorporation or Bylaws (or other comparable organizational document) of such Party or any of its Subsidiaries, except as disclosed in the draft joint proxy statement of Global and Frontier to be filed in connection with the Frontier Merger, or adopt, amend or propose to amend any shareholder rights plan or related rights agreement; provided, however, Global shall be permitted to (A) achieve a "discontinuance" under the laws of Bermuda and (B) continue in, and be subject to; the laws of the State of Delaware (or any other State of the United States of America) or, subject to the consent of U S WEST, which consent shall not be unreasonably withheld or delayed, the laws of any other jurisdiction; (iii) split, combine or reclassify any outstanding shares of Global Common Stock or U S WEST Common Stock, or declare, set aside or pay any dividend or other distribution payable or payment in cash, stock, securities or property or otherwise with respect to shares of Global Common Stock or U S WEST Common Stockshareholders in their capacity as such, except pursuant for distributions of the Excluded Assets to the Sellers in accordance with Section 7.20; 1.7; (ivd) redeemmake any direct or indirect redemption, retirement, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire other acquisition of any shares of its capital stock, except that Global shall be permitted to acquire shares of Global Common Stock and U S WEST shall be permitted to acquire shares of U S WEST Common Stock from time to time in open market transactions, consistent with past practice and in compliance with applicable law and the provisions of any applicable employee benefit plan, program or arrangement, for issuance upon the exercise of options and other rights granted, and the lapsing of restrictions, under such Party's respective employee benefit plans, programs and arrangements and dividend reinvestment plans; or (v) authorize or propose or enter into any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(a); (ie) except with respect to acquisition transactions which are subject to Section 7.18 hereofsplit, acquire combine or reclassify its outstanding shares of capital stock; (by mergerf) enter into, consolidationextend, materially modify, terminate or acquisition of stock renew any Contract (oral or assets) any corporationwritten), partnership or other business organization or division thereof or make or increase any investment in another entity (other than an entity which is a wholly-owned Subsidiary of such Party as of the date hereof and other than incorporation of a wholly-owned Subsidiary) or joint ventures in connection with network buildouts, and investments in customers in the ordinary course of business and investments permitted by Schedule 6.2; (ii) except in the ordinary course of business and in a manner consistent with past practice or as may be required byits business, or in accordance with, law breach or fail to perform or comply with its obligations under any Governmental Contract listed on Schedule 3.15 or Regulatory Authority in order to permit or facilitate the consummation of the transactions contemplated hereby, Lien; (g) sell, pledgeassign, transfer, convey, lease or otherwise dispose of, or encumber or authorize or propose the sale, pledge, disposition or encumbrance of any assets of such Party or any of its Subsidiariesassets, except for transactions which do not exceed $2,000,000 individually or $10,000,000 in the aggregate in any twelve (12) month period; (iii) except interests therein, other than routine sales of inventory in the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permits, authorize business; (h) incur any obligations or make capital expenditures; (iv) except liability for indebtedness for borrowed money or incur any other obligation or liability with respect to acquisition transactions which are subject to Section 7.18 hereofthe Business, enter into any other agreement, contract or commitment except (1) in each case in the ordinary course of its business of operating the existing businesses of Global or U S WESTand except for borrowings to pay Employee Retention Bonuses as set forth on Schedule 2.1 hereto, as the case may bewhich amount shall in no event exceed $3.0 million, or (2) and which borrowing shall be paid in accordance with the then current business plan for any of the other existing businesses of Global or U S WEST, as the case may be; or (v) authorize or enter into any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(b)full at Closing; (ci) incur indebtedness create any Lien on any of its assets other than Permitted Liens; (from that shown on its balance sheet as of December 31, 1998j) except as permitted by set forth on Schedule 6.2 hereto; (d) enter into 2.1, (i) leveraged derivative contracts (defined as contracts that use a factor to multiply the underlying index exposure), or (ii) other derivative contracts except for the purpose of hedging known interest rate and foreign exchange exposures or otherwise reducing such Party's cost of financing; (e) take any action with respect to the grant of any bonus, severance or termination pay, or stay, bonus, or pay (other incentive arrangements (otherwise than pursuant to Benefit Plans and policies of such Party policies, agreements, or past practices in effect on the date hereof or that are described in the ordinary course of such Party's businessSchedule 3.15), (ii) or take any action with respect to any increase in of benefits payable under its severance or termination pay policies, policies or stay, bonus or other incentive arrangements agreements in effect on the date hereof, if all such actions taken were to result, in the payment, or the obligation to pay, of an amount, (iii) increase in any particular casemanner the compensation or fringe benefits of any employee or pay any benefit; provided, however, that nothing in excess this Section 2.1(j) shall prevent the Sellers from causing the Company to increase the regular base wage or salary of $2,000,000; (f) make any payments (except non-management employee so long as it is done in the ordinary course of business and in amounts and in a manner consistent with past practice practices; (k) make any change in its key management structure, including the hiring of additional managers or the termination of existing managers except for cause as otherwise determined by the Company; (l) except as set forth on Schedule 2.1, or except as may be required by Legal Requirements or the provisions of any Global Benefit Plan or U S WEST Benefit Plan, as the case may be) under any Global Benefit Plan or any U S WEST Benefit Plan, as the case may be, to any director or employee of, or independent contractor or consultant to, such Party or any of its Subsidiaries, adopt or otherwise materially amend (except for amendments required or made advisable by applicable Legal Requirements) any Global Benefit Plan or U S WEST Benefit Plan, as the case may beadopt, or enter into or amend any employment or consulting agreement of the type which would be required to be disclosed hereunder pursuant to Section 4.11 hereof with respect to Global or Section 5.11 hereof with respect to U S WEST, or grant or establish any new awards under any such existing Global Employee Benefit Plan or U S WEST Benefit Plan or other employee benefit plan, agreement (except including without limitation any collective bargaining or employment agreement), trust, fund or other arrangement for the benefit or welfare of any employee, or make any loan or advance to any employee (excluding advances of normal business expenses in the ordinary course of business and in amounts and in a manner consistent with past practice); (gm) file acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any material amended Tax Returnsassets or business of any corporation, settle partnership, association or other business organization or division thereof; (n) enter into any material tax auditsjoint venture, partnership or other similar arrangement or form any other new arrangement for the operation of the Business; (o) willingly allow or permit to be done, any act by which any of its insurance policies may be suspended, impaired or canceled; (p) fail to pay its accounts payable and any debts owed or obligations due or to pay or discharge when due any liabilities, including all charges payable by the Company or any of its Subsidiaries on behalf of any of its suppliers for towing, storage and other costs incurred in connection with the pick-up of Vehicles by, from or on behalf of such supplier prior to the Closing Date; (q) enter into, renew, modify or revise any agreement or transaction with the Sellers or any of their Affiliates, or change in make any material respect payment to or for the benefit of any Seller or such Seller’s Affiliates (other than (i) its method the payment of tax accounting salary or tax practice or (ii) its accounting policies, methods or procedures, except as required by GAAP, or, in the case of Global, as previously disclosed to U S WEST; (h) take any action which could reasonably be expected to materially adversely affect or delay the ability of any of the Parties to obtain any approval of any Governmental or Regulatory Authority required to consummate the transactions contemplated hereby; (i) take any action that would prevent or impede the transactions to be effected pursuant to this Agreement from qualifying for U.S. federal income tax purposes as a taxother employment-free exchange or series of exchanges; (j) other than pursuant to this Agreement, take any action to cause the shares of their respective Common Stock to cease to be quoted on any of the stock exchanges on which such shares are now quoted, other than in the case of Global, the Bermuda Stock Exchange or Nasdaq, provided the Global Common Stock is then listed on the NYSE; (i) issue SARs, new performance shares, restricted stock, or similar equity based rights, except as set forth in Section 6.2(a) and except related compensation in the ordinary course of business and in a manner consistent with past practice and as set forth on Schedule 6.2; (ii) materially modify the distribution of the Excluded Assets and Excluded Liabilities in accordance with Section 1.7); (r) intentionally do any actuarial cost methodother act which would cause any representation or warranty of the Sellers in this Agreement to be or become untrue; (s) enter into any agreement, assumption or otherwise become obligated, to do any action prohibited hereunder; (t) make capital expenditures exceeding $100,000 in the aggregate; (u) change any method of accounting, accounting policy or accounting practice used in determining benefit obligations, annual expense and funding for by the Company or any Benefit Plan, except to the extent required by GAAP; (iii) materially modify the investment philosophy of its Subsidiaries as of the Benefit Plan trusts date of the December Balance Sheet, or maintain an asset allocation which is not consistent with such philosophyany collection or payment practice, subject to including cash management practices, the collection of receivables, inventory control and payment of payables; (v) make, revoke or amend any ERISA fiduciary obligation; (iv) subject to Tax election, amend any ERISA fiduciary obligationTax Return, execute any waiver or restrictions on assessment or collection of any Tax, enter into or amend any outsourcing agreement, agreement or settlement with any other material contract relating to the Benefit Plans or management of the Benefit Plan trusts, provided that U S WEST and Global may enter into any such contracts that may be terminated within two years; (v) offer any new or extend any existing retirement incentive, "window" or similar benefit program; (vi) grant any ad hoc pension increase; (vii) establish any new or fund any existing "rabbi" or similar trust (except in accordance with the current terms of such trust)Tax authority, or enter into any other arrangement for “reportable transaction” within the purpose meaning of securing nonTreasury Regulation Section 1.6011-qualified benefits or deferred compensation; (viii) adopt or implement any corporate owned life insurance4(b); or (w) commit to do any of the foregoing.

Conduct of Business in the Ordinary Course. Each of Global and U S WEST covenants and agrees that, between the date hereof and Prior to the Effective Time, unless Time of the Transition Committee Merger: (i) NVBancorp and SRNB shall otherwise consent conduct their businesses (including the businesses of their subsidiaries) in writing, and except as described on Schedule 6.2 hereto or as otherwise expressly contemplated hereby, the business of such Party and its Subsidiaries shall be conducted only in, and such entities shall not take any action except in, the ordinary course as heretofore conducted. For purposes of this Agreement, the "Ordinary Course of Business" of each party shall consist of the banking and related businesses as presently conducted by it and its subsidiaries in compliance with customary safe and sound banking practices and applicable laws and regulations. Unless a party has given its previous written consent (which shall not be unreasonably withheld and shall be deemed to have been given if no response is provided following written request therefor within three (3) business days of receipt of such request) to any act or omission to the contrary, each party shall, and shall cause its subsidiaries to, until the Effective Date: (a) preserve its business and business organizations intact; (b) preserve the good will of customers and others having business relations with it and take no action that would impair the benefit to each party of the goodwill of it or the other benefits of the Merger; (c) consult with each party as to the making of any decisions or the taking of any actions in a manner consistent matters other than in the Ordinary Course of Business; (d) maintain its properties in customary repair, working order and condition (reasonable wear and tear excepted); (e) comply with past practice all laws, regulations and all Legal Requirements and Permits; and each decrees applicable to the conduct of Global and U S WEST and their respective Subsidiaries will its business; (f) use their commercially reasonable its best efforts to preserve substantially intact their business organizations, keep in force at not less than its present limits all policies of insurance (including deposit insurance of the FDIC) to the extent reasonably practicable in light of the prevailing market conditions in the insurance industry; (g) use its reasonable best commercial efforts to keep available the services of those its present officers and employees (it being understood that each party shall have the right to terminate the employment of their present officers, any of its officers or employees in accordance with its established employment procedures); (h) comply with all orders of and consultants who are integral to the operation agreements or memoranda of their businesses as presently conducted and to preserve their present relationships with significant customers and suppliers and with other persons with whom they have significant business relations; provided, however, that no action by Global or U S WEST or its Subsidiaries understanding with respect to matters specifically addressed it made by any other provision of this Section 6.2 shall be deemed a breach of this sentence unless such action would constitute a breach of one or more of such other provisions. By way of amplification and not limitationwith, unless the Transition Committee shall otherwise consent in writingFDIC, and except as set forth on Schedule 6.2 hereto or as otherwise expressly contemplated by this AgreementFRB, each of Global and U S WEST agrees on behalf of itself and its Subsidiaries that they will not, between the date hereof and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the other: (i) except for (A) the issuance of shares of Global Common Stock and U S WEST Common Stock in the ordinary course of business and in a manner consistent with past practice in amounts not exceeding the amounts set forth in Schedule 6.2 in order to satisfy obligations under employee benefit plans disclosed in Schedule 4.3 or 5.3 and U S WEST Equity Rights or Global Equity Rights issued thereunder and under existing dividend reinvestment plans; (B) grants of stock options with respect to Global Common Stock or U S WEST Common Stock to employees as set forth on Schedule 6.2 hereto in the ordinary course of business and in a manner consistent with past practice; (C) the issuance of shares of Global Common Stock pursuant to the transaction contemplated by the Frontier Merger Agreement; (D) issuances made to newly hired employees of Global or its Subsidiaries in amounts not exceeding the amounts set forth in Schedule 6.2; (E) issuances in respect of or in connection with any acquisitions, mergers, share exchanges, consolidations, business combinations or similar transactions by Global or its Subsidiaries permitted by Section 7.18 hereof; (F) sales of securities in connection with a secondary offering by shareholders of Global; and (G) issuances of equity securities as set forth on Schedule 6.2; (H) the issuance of securities by a Subsidiary to any Person which is directly or indirectly wholly-owned by Global or U S WEST (as the case may be); and (I) liens granted to secure indebtedness permitted by Schedule 6.2: issue, sell, pledge, dispose of, encumber, authorize, or propose the issuance, sale, pledge, disposition, encumbrance or authorization of any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock ofOCC, or any other ownership interest in, such Party government agency or any regulatory authority of its Subsidiaries; (ii) amend or propose to amend the Certificate of Incorporation or Bylaws (or other comparable organizational document) of such Party or any of its Subsidiaries, except as disclosed in the draft joint proxy statement of Global and Frontier to be filed in connection with the Frontier Merger, or adopt, amend or propose to amend any shareholder rights plan or related rights agreement; provided, however, Global shall be permitted to (A) achieve a "discontinuance" under the laws of Bermuda and (B) continue incompetent jurisdiction, and be subject to; the laws of the State of Delaware (promptly forward to each party all communications received from any such agency or any other State of the United States of America) or, subject to the consent of U S WEST, which consent shall authority that are not be unreasonably withheld prohibited by such agency or delayed, the laws authority from being so disclosed and inform each party of any other jurisdiction; (iii) split, combine material restrictions imposed by any government agency or reclassify any outstanding shares of Global Common Stock or U S WEST Common Stock, or declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise with respect to shares of Global Common Stock or U S WEST Common Stock, except pursuant to Section 7.20; (iv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of regulatory authority on its capital stock, except that Global shall be permitted to acquire shares of Global Common Stock and U S WEST shall be permitted to acquire shares of U S WEST Common Stock from time to time in open market transactions, consistent with past practice and in compliance with applicable law and the provisions of any applicable employee benefit plan, program or arrangement, for issuance upon the exercise of options and other rights granted, and the lapsing of restrictions, under such Party's respective employee benefit plans, programs and arrangements and dividend reinvestment plans; or (v) authorize or propose or enter into any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(a)business; (i) except file in a timely manner (taking into account any extensions duly obtained) all reports, tax returns and other documents required to be filed with respect federal, state, local and other authorities; (j) conduct an environmental audit prior to acquisition transactions foreclosure on any property concerning which are subject to Section 7.18 hereof, acquire (by merger, consolidationit has knowledge, or acquisition of stock should have knowledge, that asbestos or assetsasbestos-containing material, PCB's or PCB-contaminated materials, any petroleum product, or hazardous substance or waste (as defined under any applicable environmental laws) any corporationwas or is present, partnership manufactured, recycled, reclaimed, released, stored, treated, or other business organization or division thereof or make or increase any investment in another entity (other than an entity which is a wholly-owned Subsidiary disposed of, and provide the results of such Party as audit to and consult with each party regarding the significance of the date hereof and other than incorporation audit prior to the foreclosure on any such property; (k) not sell, lease, pledge, assign, encumber or otherwise dispose of a wholly-owned Subsidiary) or joint ventures in connection with network buildouts, and investments in customers in the ordinary course any of business and investments permitted by Schedule 6.2; (ii) its assets except in the ordinary course Ordinary Course of business Business, for adequate value, without recourse and in a manner consistent with past practice or as may be required by, or in accordance with, law or any Governmental or Regulatory Authority in order to permit or facilitate the consummation of the transactions contemplated hereby, sell, pledge, dispose of, or encumber or authorize or propose the sale, pledge, disposition or encumbrance of any assets of such Party or any of its Subsidiaries, except for transactions which do not exceed $2,000,000 individually or $10,000,000 in the aggregate in any twelve (12) month period; (iii) except in the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permits, authorize or make capital expenditures; (iv) except with respect to acquisition transactions which are subject to Section 7.18 hereof, enter into any other agreement, contract or commitment except (1) in the ordinary course of business of operating the existing businesses of Global or U S WEST, as the case may be, or (2) in accordance with the then current business plan for any of the other existing businesses of Global or U S WEST, as the case may be; or (v) authorize or enter into any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(b)customary practice; (cl) incur indebtedness (from that shown on its balance sheet as of December 31, 1998) except as permitted by Schedule 6.2 hereto; (d) enter into (i) leveraged derivative contracts (defined as contracts that use a factor to multiply the underlying index exposure), or (ii) other derivative contracts except for the purpose of hedging known interest rate and foreign exchange exposures or otherwise reducing such Party's cost of financing; (e) not take any action with respect to its investments or risk management arrangements which are inconsistent with the grant policies established by its Board of Directors; (m) not take any action to create, relocate or terminate the operations of any severance banking office or termination paybranch, or stay, bonus, to form any new subsidiary or other incentive arrangements affiliated entity; and (n) not settle or otherwise than pursuant take any action to Benefit Plans and policies release or reduce any of such Party in effect on the date hereof or in the ordinary course of such Party's business) or its rights with respect to any increase litigation involving a claim of more than Twenty-five Thousand Dollars ($25,000) in benefits payable under its severance or termination pay policies, or stay, bonus or other incentive arrangements in effect on the date hereof, if all such actions taken were to result, in the payment, or the obligation to pay, of an amount, in any particular case, in excess of $2,000,000; (f) make any payments (except in the ordinary course of business and in amounts and in which it is a manner consistent with past practice or as otherwise required by Legal Requirements or the provisions of any Global Benefit Plan or U S WEST Benefit Plan, as the case may be) under any Global Benefit Plan or any U S WEST Benefit Plan, as the case may be, to any director or employee of, or independent contractor or consultant to, such Party or any of its Subsidiaries, adopt or otherwise materially amend (except for amendments required or made advisable by Legal Requirements) any Global Benefit Plan or U S WEST Benefit Plan, as the case may be, or enter into or amend any employment or consulting agreement of the type which would be required to be disclosed hereunder pursuant to Section 4.11 hereof with respect to Global or Section 5.11 hereof with respect to U S WEST, or grant or establish any new awards under any such existing Global Benefit Plan or U S WEST Benefit Plan or agreement (except in the ordinary course of business and in amounts and in a manner consistent with past practice); (g) file any material amended Tax Returns, settle any material tax audits, or change in any material respect (i) its method of tax accounting or tax practice or (ii) its accounting policies, methods or procedures, except as required by GAAP, or, in the case of Global, as previously disclosed to U S WEST; (h) take any action which could reasonably be expected to materially adversely affect or delay the ability of any of the Parties to obtain any approval of any Governmental or Regulatory Authority required to consummate the transactions contemplated hereby; (i) take any action that would prevent or impede the transactions to be effected pursuant to this Agreement from qualifying for U.S. federal income tax purposes as a tax-free exchange or series of exchanges; (j) other than pursuant to this Agreement, take any action to cause the shares of their respective Common Stock to cease to be quoted on any of the stock exchanges on which such shares are now quoted, other than in the case of Global, the Bermuda Stock Exchange or Nasdaq, provided the Global Common Stock is then listed on the NYSE; (i) issue SARs, new performance shares, restricted stock, or similar equity based rights, except as set forth in Section 6.2(a) and except in the ordinary course of business and in a manner consistent with past practice and as set forth on Schedule 6.2; (ii) materially modify any actuarial cost method, assumption or practice used in determining benefit obligations, annual expense and funding for any Benefit Plan, except to the extent required by GAAP; (iii) materially modify the investment philosophy of the Benefit Plan trusts or maintain an asset allocation which is not consistent with such philosophy, subject to any ERISA fiduciary obligation; (iv) subject to any ERISA fiduciary obligation, enter into any outsourcing agreement, or any other material contract relating to the Benefit Plans or management of the Benefit Plan trusts, provided that U S WEST and Global may enter into any such contracts that may be terminated within two years; (v) offer any new or extend any existing retirement incentive, "window" or similar benefit program; (vi) grant any ad hoc pension increase; (vii) establish any new or fund any existing "rabbi" or similar trust (except in accordance with the current terms of such trust), or enter into any other arrangement for the purpose of securing non-qualified benefits or deferred compensation; (viii) adopt or implement any corporate owned life insurance; orparty.

Conduct of Business in the Ordinary Course. Each Except for action taken in the ordinary and proper course of Global and U S WEST covenants and agrees that, between effecting or preparing for the date hereof and transfer of the Effective Time, unless ABB Ltd Post-Settlement Closing Transferred Assets to the Transition Committee shall otherwise consent in writing, JC and except as described on Schedule 6.2 hereto or as may otherwise expressly contemplated herebybe provided for herein, ABB Ltd undertakes that, to the extent that any member of the ABB Ltd Group exerts relevant management control over the Post-Settlement Closing Transferred Assets, from the date of this Agreement until the transfer of such ABB Ltd Post-Settlement Closing Transferred Assets to the JC pursuant hereto, (a) such Assets, and the business of such Party and its Subsidiaries activities involved therewith shall be maintained and conducted only in, and such entities shall not take any action except in, in the ordinary and proper course of business and in a manner on sound commercial principles consistent with past practice those applied during the period of two (2) years -65- preceding the relevant transfer, and all Legal Requirements and Permits; and each (b) (without limitation of Global and U S WEST and their respective Subsidiaries will use their commercially reasonable efforts to preserve substantially intact their business organizationsthe foregoing), to keep available without the services prior consent of those ALSTOM, no member of their present officersthe ABB Ltd Group shall, employees and consultants who are integral to the operation of their businesses as presently conducted and to preserve their present relationships with significant customers and suppliers and with other persons with whom they have significant business relations; provided, however, that no action by Global or U S WEST or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 6.2 shall be deemed a breach of this sentence unless such action would constitute a breach of one or more of such other provisions. By way of amplification and not limitation, unless ABB Ltd Transferred Companies included in the Transition Committee shall otherwise consent in writing, and except as set forth on Schedule 6.2 hereto or as otherwise expressly contemplated by this Agreement, each of Global and U S WEST agrees on behalf of itself and its Subsidiaries that they will not, between the date hereof and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the otherABB Ltd Post-Settlement Closing Transferred Assets: (i) except for decide or effect any share capital increase or decrease, issue or grant any share or other options or make any issue of debentures or other securities; (Aii) the issuance declare or pay any dividends or other distributions; (iii) directly or indirectly make any material (in relation to such ABB Ltd Transferred Company) acquisitions or divestitures of shares of Global Common Stock and U S WEST Common Stock or other Assets; (iv) enter into any Contracts (other than arm's-length Contracts in the ordinary course of business and in a manner consistent with past practice in amounts not exceeding the amounts set forth in Schedule 6.2 in order to satisfy obligations under employee benefit plans disclosed in Schedule 4.3 or 5.3 and U S WEST Equity Rights or Global Equity Rights issued thereunder and under existing dividend reinvestment plans; (B) grants of stock options with respect to Global Common Stock or U S WEST Common Stock to employees as set forth on Schedule 6.2 hereto in the ordinary course of business and in a manner consistent with past practice; (C) the issuance of shares of Global Common Stock pursuant to the transaction contemplated by the Frontier Merger Agreement; (D) issuances made to newly hired employees of Global or its Subsidiaries in amounts not exceeding the amounts set forth in Schedule 6.2; (E) issuances in respect of or in connection with any acquisitions, mergers, share exchanges, consolidations, business combinations or similar transactions by Global or its Subsidiaries permitted by Section 7.18 hereof; (F) sales of securities in connection with a secondary offering by shareholders of Global; and (G) issuances of equity securities as set forth on Schedule 6.2; (H) the issuance of securities by a Subsidiary to any Person which is directly or indirectly wholly-owned by Global or U S WEST (as the case may bebusiness); and (I) liens granted to secure indebtedness permitted by Schedule 6.2: issue, sell, pledge, dispose of, encumber, authorize, or propose the issuance, sale, pledge, disposition, encumbrance or authorization of any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock of, or any other ownership interest in, such Party or any of its Subsidiaries; (ii) amend or propose to amend the Certificate of Incorporation or Bylaws (or other comparable organizational document) of such Party or any of its Subsidiaries, except as disclosed in the draft joint proxy statement of Global and Frontier to be filed in connection with the Frontier Merger, or adopt, amend or propose to amend any shareholder rights plan or related rights agreement; provided, however, Global shall be permitted to (A) achieve a "discontinuance" under the laws of Bermuda and (B) continue in, and be subject to; the laws of the State of Delaware (or any other State of the United States of America) or, subject to the consent of U S WEST, which consent shall not be unreasonably withheld or delayed, the laws of any other jurisdiction; (iii) split, combine or reclassify any outstanding shares of Global Common Stock or U S WEST Common Stock, or declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise with respect to shares of Global Common Stock or U S WEST Common Stock, except pursuant to Section 7.20; (iv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of its capital stock, except that Global shall be permitted to acquire shares of Global Common Stock and U S WEST shall be permitted to acquire shares of U S WEST Common Stock from time to time in open market transactions, consistent with past practice and in compliance with applicable law and the provisions of any applicable employee benefit plan, program or arrangement, for issuance upon the exercise of options and other rights granted, and the lapsing of restrictions, under such Party's respective employee benefit plans, programs and arrangements and dividend reinvestment plans; or ; (v) authorize enter into, terminate or propose materially vary any employment or enter into any contract, agreement, commitment employment related agreement or arrangement (other than the renewal of any such existing agreements or arrangements, and normal promotions and increases in remuneration) with respect any directors or senior officers; or (vi) commit to do any of the matters prohibited by this Section 6.2(a); described in clauses (i) except with respect to acquisition transactions which are subject to Section 7.18 hereof, acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or make or increase any investment in another entity (other than an entity which is a wholly-owned Subsidiary of such Party as of the date hereof and other than incorporation of a wholly-owned Subsidiary) or joint ventures in connection with network buildouts, and investments in customers in the ordinary course of business and investments permitted by Schedule 6.2; (ii) except in the ordinary course of business and in a manner consistent with past practice or as may be required by, or in accordance with, law or any Governmental or Regulatory Authority in order to permit or facilitate the consummation of the transactions contemplated hereby, sell, pledge, dispose of, or encumber or authorize or propose the sale, pledge, disposition or encumbrance of any assets of such Party or any of its Subsidiaries, except for transactions which do not exceed $2,000,000 individually or $10,000,000 in the aggregate in any twelve (12) month period; (iii) except in the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permits, authorize or make capital expenditures; (iv) except with respect to acquisition transactions which are subject to Section 7.18 hereof, enter into any other agreement, contract or commitment except (1) in the ordinary course of business of operating the existing businesses of Global or U S WEST, as the case may be, or (2) in accordance with the then current business plan for any of the other existing businesses of Global or U S WEST, as the case may be; or - (v) authorize or enter into any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(b); (c) incur indebtedness (from that shown on its balance sheet as of December 31, 1998) except as permitted by Schedule 6.2 hereto; (d) enter into (i) leveraged derivative contracts (defined as contracts that use a factor to multiply the underlying index exposure), or (ii) other derivative contracts except for the purpose of hedging known interest rate and foreign exchange exposures or otherwise reducing such Party's cost of financing; (e) take any action with respect to the grant of any severance or termination pay, or stay, bonus, or other incentive arrangements (otherwise than pursuant to Benefit Plans and policies of such Party in effect on the date hereof or in the ordinary course of such Party's business) or with respect to any increase in benefits payable under its severance or termination pay policies, or stay, bonus or other incentive arrangements in effect on the date hereof, if all such actions taken were to result, in the payment, or the obligation to pay, of an amount, in any particular case, in excess of $2,000,000; (f) make any payments (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by Legal Requirements or the provisions of any Global Benefit Plan or U S WEST Benefit Plan, as the case may be) under any Global Benefit Plan or any U S WEST Benefit Plan, as the case may be, to any director or employee of, or independent contractor or consultant to, such Party or any of its Subsidiaries, adopt or otherwise materially amend (except for amendments required or made advisable by Legal Requirements) any Global Benefit Plan or U S WEST Benefit Plan, as the case may be, or enter into or amend any employment or consulting agreement of the type which would be required to be disclosed hereunder pursuant to Section 4.11 hereof with respect to Global or Section 5.11 hereof with respect to U S WEST, or grant or establish any new awards under any such existing Global Benefit Plan or U S WEST Benefit Plan or agreement (except in the ordinary course of business and in amounts and in a manner consistent with past practice); (g) file any material amended Tax Returns, settle any material tax audits, or change in any material respect (i) its method of tax accounting or tax practice or (ii) its accounting policies, methods or procedures, except as required by GAAP, or, in the case of Global, as previously disclosed to U S WEST; (h) take any action which could reasonably be expected to materially adversely affect or delay the ability of any of the Parties to obtain any approval of any Governmental or Regulatory Authority required to consummate the transactions contemplated hereby; (i) take any action that would prevent or impede the transactions to be effected pursuant to this Agreement from qualifying for U.S. federal income tax purposes as a tax-free exchange or series of exchanges; (j) other than pursuant to this Agreement, take any action to cause the shares of their respective Common Stock to cease to be quoted on any of the stock exchanges on which such shares are now quoted, other than in the case of Global, the Bermuda Stock Exchange or Nasdaq, provided the Global Common Stock is then listed on the NYSE; (i) issue SARs, new performance shares, restricted stock, or similar equity based rights, except as set forth in Section 6.2(a) and except in the ordinary course of business and in a manner consistent with past practice and as set forth on Schedule 6.2; (ii) materially modify any actuarial cost method, assumption or practice used in determining benefit obligations, annual expense and funding for any Benefit Plan, except to the extent required by GAAP; (iii) materially modify the investment philosophy of the Benefit Plan trusts or maintain an asset allocation which is not consistent with such philosophy, subject to any ERISA fiduciary obligation; (iv) subject to any ERISA fiduciary obligation, enter into any outsourcing agreement, or any other material contract relating to the Benefit Plans or management of the Benefit Plan trusts, provided that U S WEST and Global may enter into any such contracts that may be terminated within two years; (v) offer any new or extend any existing retirement incentive, "window" or similar benefit program; (vi) grant any ad hoc pension increase; (vii) establish any new or fund any existing "rabbi" or similar trust (except in accordance with the current terms of such trust), or enter into any other arrangement for the purpose of securing non-qualified benefits or deferred compensation; (viii) adopt or implement any corporate owned life insurance; orinclusive.

Conduct of Business in the Ordinary Course. Each of Global and U S WEST covenants and agrees that, between the date hereof and Prior to the Effective TimeTime of the Merger, unless FNB and VCB shall conduct their businesses (including in the Transition Committee shall otherwise consent in writing, and except as described on Schedule 6.2 hereto or as otherwise expressly contemplated herebycase of FNB, the business businesses of such Party and its Subsidiaries shall be conducted only in, and such entities shall not take any action except in, FNBNC) in the ordinary course as heretofore conducted. For purposes of this Agreement, the “Ordinary Course of Business” of each party shall consist of the banking and related businesses as presently conducted by it and its subsidiaries in compliance with customary safe and sound banking practices and applicable laws and regulations. Unless a party has given its previous written consent (which shall not be unreasonably withheld and shall be deemed to have been given if no response is provided following written request therefor within three (3) business days of receipt of such request) to any act or omission to the contrary, each party shall, and shall cause its subsidiaries to, until the Effective Date: (A) preserve its business and business organizations intact; (B) preserve the good will of customers and others having business relations with it and take no action that would impair the benefit to each party of the goodwill of it or the other benefits of the Merger; (C) consult with each party as to the making of any decisions or the taking of any actions in a manner consistent matters other than in the Ordinary Course of Business; (D) maintain its properties in customary repair, working order and condition (reasonable wear and tear excepted); (E) comply with past practice all laws, regulations and all Legal Requirements and Permits; and each decrees applicable to the conduct of Global and U S WEST and their respective Subsidiaries will its business; (F) use their commercially reasonable its best efforts to preserve substantially intact their business organizations, keep in force at not less than its present limits all policies of insurance (including deposit insurance of the FDIC) to the extent reasonably practicable in light of the prevailing market conditions in the insurance industry; (G) use its reasonable best commercial efforts to keep available the services of those its present officers and employees (it being understood that each party shall have the right to terminate the employment of their present officers, employees and consultants who are integral to the operation of their businesses as presently conducted and to preserve their present relationships with significant customers and suppliers and with other persons with whom they have significant business relations; provided, however, that no action by Global or U S WEST or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 6.2 shall be deemed a breach of this sentence unless such action would constitute a breach of one or more of such other provisions. By way of amplification and not limitation, unless the Transition Committee shall otherwise consent in writing, and except as set forth on Schedule 6.2 hereto or as otherwise expressly contemplated by this Agreement, each of Global and U S WEST agrees on behalf of itself and its Subsidiaries that they will not, between the date hereof and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the other: (i) except for (A) the issuance of shares of Global Common Stock and U S WEST Common Stock in the ordinary course of business and in a manner consistent with past practice in amounts not exceeding the amounts set forth in Schedule 6.2 in order to satisfy obligations under employee benefit plans disclosed in Schedule 4.3 or 5.3 and U S WEST Equity Rights or Global Equity Rights issued thereunder and under existing dividend reinvestment plans; (B) grants of stock options with respect to Global Common Stock or U S WEST Common Stock to employees as set forth on Schedule 6.2 hereto in the ordinary course of business and in a manner consistent with past practice; (C) the issuance of shares of Global Common Stock pursuant to the transaction contemplated by the Frontier Merger Agreement; (D) issuances made to newly hired employees of Global or its Subsidiaries in amounts not exceeding the amounts set forth in Schedule 6.2; (E) issuances in respect of or in connection with any acquisitions, mergers, share exchanges, consolidations, business combinations or similar transactions by Global or its Subsidiaries permitted by Section 7.18 hereof; (F) sales of securities in connection with a secondary offering by shareholders of Global; and (G) issuances of equity securities as set forth on Schedule 6.2; (H) the issuance of securities by a Subsidiary to any Person which is directly or indirectly wholly-owned by Global or U S WEST (as the case may be); and (I) liens granted to secure indebtedness permitted by Schedule 6.2: issue, sell, pledge, dispose of, encumber, authorize, or propose the issuance, sale, pledge, disposition, encumbrance or authorization of any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock of, or any other ownership interest in, such Party or any of its Subsidiaries; (ii) amend officers or propose to amend the Certificate of Incorporation or Bylaws (or other comparable organizational document) of such Party or any of employees in accordance with its Subsidiaries, except as disclosed in the draft joint proxy statement of Global and Frontier to be filed in connection with the Frontier Merger, or adopt, amend or propose to amend any shareholder rights plan or related rights agreement; provided, however, Global shall be permitted to (A) achieve a "discontinuance" under the laws of Bermuda and (B) continue in, and be subject to; the laws of the State of Delaware (or any other State of the United States of America) or, subject to the consent of U S WEST, which consent shall not be unreasonably withheld or delayed, the laws of any other jurisdiction; (iii) split, combine or reclassify any outstanding shares of Global Common Stock or U S WEST Common Stock, or declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise with respect to shares of Global Common Stock or U S WEST Common Stock, except pursuant to Section 7.20; (iv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of its capital stock, except that Global shall be permitted to acquire shares of Global Common Stock and U S WEST shall be permitted to acquire shares of U S WEST Common Stock from time to time in open market transactions, consistent with past practice and in compliance with applicable law and the provisions of any applicable employee benefit plan, program or arrangement, for issuance upon the exercise of options and other rights granted, and the lapsing of restrictions, under such Party's respective employee benefit plans, programs and arrangements and dividend reinvestment plans; or (v) authorize or propose or enter into any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(aestablished employment procedures); (iH) except comply with all orders of and agreements or memoranda of understanding with respect to acquisition transactions it made by or with, the OCC, FDIC, FRB, DBO or any other government agency or regulatory authority of competent jurisdiction, and promptly forward to each party all communications received from any such agency or authority that are not prohibited by such agency or authority from being so disclosed and inform each party of any material restrictions imposed by any government agency or regulatory authority on its business; (I) file in a timely manner (taking into account any extensions duly obtained) all reports, tax returns and other documents required to be filed with federal, state, local and other authorities; (J) conduct an environmental audit prior to foreclosure on any property concerning which are subject to Section 7.18 hereofit has knowledge that asbestos or asbestos-containing material, acquire (by mergerPCB’s or PCB-contaminated materials, consolidationany petroleum product, or acquisition of stock hazardous substance or assetswaste (as defined under any applicable environmental laws) any corporationwas or is present, partnership manufactured, recycled, reclaimed, released, stored, treated, or other business organization or division thereof or make or increase any investment in another entity (other than an entity which is a wholly-owned Subsidiary disposed of, and provide the results of such Party as audit to and consult with each party regarding the significance of the date hereof and other than incorporation audit prior to the foreclosure on any such property; (K) not sell, lease, pledge, assign, encumber or otherwise dispose of a wholly-owned Subsidiary) or joint ventures in connection with network buildouts, and investments in customers in the ordinary course any of business and investments permitted by Schedule 6.2; (ii) its assets except in the ordinary course Ordinary Course of business Business, for adequate value, without recourse and in a manner consistent with past practice or as may be required by, or in accordance with, law or any Governmental or Regulatory Authority in order to permit or facilitate the consummation of the transactions contemplated hereby, sell, pledge, dispose of, or encumber or authorize or propose the sale, pledge, disposition or encumbrance of any assets of such Party or any of its Subsidiaries, except for transactions which do not exceed $2,000,000 individually or $10,000,000 in the aggregate in any twelve (12) month period; (iii) except in the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permits, authorize or make capital expenditures; (iv) except with respect to acquisition transactions which are subject to Section 7.18 hereof, enter into any other agreement, contract or commitment except (1) in the ordinary course of business of operating the existing businesses of Global or U S WEST, as the case may be, or (2) in accordance with the then current business plan for any of the other existing businesses of Global or U S WEST, as the case may be; or (v) authorize or enter into any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(b)customary practice; (cL) incur indebtedness (from that shown on its balance sheet as of December 31, 1998) except as permitted by Schedule 6.2 hereto; (d) enter into (i) leveraged derivative contracts (defined as contracts that use a factor to multiply the underlying index exposure), or (ii) other derivative contracts except for the purpose of hedging known interest rate and foreign exchange exposures or otherwise reducing such Party's cost of financing; (e) not take any action with respect to its investments or risk management arrangements which are inconsistent with the grant policies established by its Board of any severance or termination pay, or stay, bonus, or other incentive arrangements (otherwise than pursuant to Benefit Plans and policies of such Party in effect on the date hereof or in the ordinary course of such Party's business) or with respect to any increase in benefits payable under its severance or termination pay policies, or stay, bonus or other incentive arrangements in effect on the date hereof, if all such actions taken were to result, in the payment, or the obligation to pay, of an amount, in any particular case, in excess of $2,000,000;Directors; and (fM) make any payments (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by Legal Requirements or the provisions of any Global Benefit Plan or U S WEST Benefit Plan, as the case may be) under any Global Benefit Plan or any U S WEST Benefit Plan, as the case may be, to any director or employee of, or independent contractor or consultant to, such Party or any of its Subsidiaries, adopt or otherwise materially amend (except for amendments required or made advisable by Legal Requirements) any Global Benefit Plan or U S WEST Benefit Plan, as the case may be, or enter into or amend any employment or consulting agreement of the type which would be required to be disclosed hereunder pursuant to Section 4.11 hereof with respect to Global or Section 5.11 hereof with respect to U S WEST, or grant or establish any new awards under any such existing Global Benefit Plan or U S WEST Benefit Plan or agreement (except in the ordinary course of business and in amounts and in a manner consistent with past practice); (g) file any material amended Tax Returns, settle any material tax audits, or change in any material respect (i) its method of tax accounting or tax practice or (ii) its accounting policies, methods or procedures, except as required by GAAP, or, in the case of Global, as previously disclosed to U S WEST; (h) take any action which could reasonably be expected to materially adversely affect or delay the ability of any of the Parties to obtain any approval of any Governmental or Regulatory Authority required to consummate the transactions contemplated hereby; (i) take any action that would prevent or impede the transactions to be effected pursuant to this Agreement from qualifying for U.S. federal income tax purposes as a tax-free exchange or series of exchanges; (j) other than pursuant to this Agreement, not take any action to cause create, relocate or terminate the shares operations of their respective Common Stock any banking office or branch or to cease to be quoted on any of the stock exchanges on which such shares are now quoted, other than in the case of Global, the Bermuda Stock Exchange or Nasdaq, provided the Global Common Stock is then listed on the NYSE; (i) issue SARs, new performance shares, restricted stock, or similar equity based rights, except as set forth in Section 6.2(a) and except in the ordinary course of business and in a manner consistent with past practice and as set forth on Schedule 6.2; (ii) materially modify any actuarial cost method, assumption or practice used in determining benefit obligations, annual expense and funding for any Benefit Plan, except to the extent required by GAAP; (iii) materially modify the investment philosophy of the Benefit Plan trusts or maintain an asset allocation which is not consistent with such philosophy, subject to any ERISA fiduciary obligation; (iv) subject to any ERISA fiduciary obligation, enter into any outsourcing agreement, or any other material contract relating to the Benefit Plans or management of the Benefit Plan trusts, provided that U S WEST and Global may enter into any such contracts that may be terminated within two years; (v) offer form any new subsidiary or extend any existing retirement incentive, "window" or similar benefit program; (vi) grant any ad hoc pension increase; (vii) establish any new or fund any existing "rabbi" or similar trust (except in accordance with the current terms of such trust), or enter into any other arrangement for the purpose of securing non-qualified benefits or deferred compensation; (viii) adopt or implement any corporate owned life insurance; oraffiliated entity.

Conduct of Business in the Ordinary Course. Each of Global and U S WEST covenants and agrees that, between the date hereof and Prior to the Effective Time, unless the Transition Committee shall otherwise consent in writing, and except as described on Schedule 6.2 hereto or as otherwise expressly contemplated hereby, the business of such Party and its Subsidiaries shall be conducted only in, and such entities shall not take any action except in, the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permits; and each of Global and U S WEST and their respective Subsidiaries will use their commercially reasonable efforts to preserve substantially intact their business organizations, to keep available the services of those of their present officers, employees and consultants who are integral to the operation of their businesses as presently conducted and to preserve their present relationships with significant customers and suppliers and with other persons with whom they have significant business relations; provided, however, that no action by Global or U S WEST or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 6.2 shall be deemed a breach of this sentence unless such action would constitute a breach of one or more of such other provisions. By way of amplification and not limitation, unless the Transition Committee shall otherwise consent in writing, and except as set forth on Schedule 6.2 hereto or as otherwise expressly contemplated by this Agreement, each of Global and U S WEST agrees on behalf of itself and its Subsidiaries that they will not, between the date hereof and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the other: (i) except for (A) the issuance of shares of Global Common Stock Except as provided otherwise in this Agreement, Redwood Empire and U S WEST Common Stock its subsidiaries shall conduct their respective businesses in the ordinary course as heretofore conducted. For purposes of business this Agreement, the “Ordinary Course of Business” shall consist of the banking and in a manner consistent with past practice in amounts not exceeding related businesses as presently conducted by Redwood Empire and its subsidiaries and permitted under the amounts set forth in Schedule 6.2 in order BHCA, Federal Deposit Insurance Act (the “FDI Act”), National Bank Act and other applicable laws. Unless Westamerica has given its prior written consent to satisfy obligations under employee benefit plans disclosed in Schedule 4.3 any act or 5.3 and U S WEST Equity Rights or Global Equity Rights issued thereunder and under existing dividend reinvestment plans; (B) grants of stock options with respect to Global Common Stock or U S WEST Common Stock to employees as set forth on Schedule 6.2 hereto in the ordinary course of business and in a manner consistent with past practice; (C) the issuance of shares of Global Common Stock pursuant omission to the transaction contemplated by the Frontier Merger Agreement; contrary (D) issuances made to newly hired employees of Global or its Subsidiaries in amounts not exceeding the amounts set forth in Schedule 6.2; (E) issuances in respect of or in connection with any acquisitions, mergers, share exchanges, consolidations, business combinations or similar transactions by Global or its Subsidiaries permitted by Section 7.18 hereof; (F) sales of securities in connection with a secondary offering by shareholders of Global; and (G) issuances of equity securities as set forth on Schedule 6.2; (H) the issuance of securities by a Subsidiary to any Person which is directly or indirectly wholly-owned by Global or U S WEST (as the case may be); and (I) liens granted to secure indebtedness permitted by Schedule 6.2: issue, sell, pledge, dispose of, encumber, authorize, or propose the issuance, sale, pledge, disposition, encumbrance or authorization of any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock of, or any other ownership interest in, such Party or any of its Subsidiaries; (ii) amend or propose to amend the Certificate of Incorporation or Bylaws (or other comparable organizational document) of such Party or any of its Subsidiaries, except as disclosed in the draft joint proxy statement of Global and Frontier to be filed in connection with the Frontier Merger, or adopt, amend or propose to amend any shareholder rights plan or related rights agreement; provided, however, Global shall be permitted to (A) achieve a "discontinuance" under the laws of Bermuda and (B) continue in, and be subject to; the laws of the State of Delaware (or any other State of the United States of America) or, subject to the consent of U S WEST, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), Redwood Empire and its subsidiaries shall, through the Effective Date, cause its officers to: (A) use their commercially reasonable best efforts to preserve its business and business organizations intact; (B) use their commercially reasonable best efforts to preserve the goodwill of customers and others having business relations with Redwood Empire and take no action that would impair the benefit to Westamerica of the goodwill of Redwood Empire and NBR or the other benefits of the Mergers; (C) consult with Westamerica as to the making of any decisions or the taking of any actions in matters other than in the Ordinary Course of Business; (D) maintain its properties in customary repair, working order and condition (reasonable wear and tear excepted); (E) comply with all laws, regulations and decrees applicable to the conduct of their businesses; (F) keep in force at not less than its present limits all policies of insurance (including deposit insurance of the FDIC) to the extent reasonably practicable in light of the prevailing market conditions in the insurance industry; (G) use their commercially reasonable best efforts, subject to Section 3.2(g), to keep available to Westamerica the services of its present officers and employees (it being understood that Redwood Empire or NBR shall have the right to terminate the employment of any officer or employee in accordance with its customary employment procedures); (H) comply with all orders, agreements and memoranda of understanding made by or with the FRB, the laws Federal Reserve Bank of San Francisco (the “FRBSF”), the OCC, the FDIC or any other regulatory authority of competent jurisdiction, and promptly (and in any event within two Business Days) forward to Westamerica all communications received from or sent by Redwood Empire or any of its subsidiaries to any such authority that are not prohibited by such authority from being so disclosed and inform Westamerica of any material restrictions imposed by any governmental authority on the business of Redwood Empire or any of its subsidiaries; (I) file in a timely manner (taking into account any extensions duly obtained) all reports, tax returns and other jurisdiction; documents required to be filed with federal, state, local and other authorities; (iiiJ) splitconduct a Phase I environmental audit prior to foreclosure on any property and provide the results of such audit to and consult with Westamerica regarding the significance of the audit prior to the foreclosure on any such property; (K) not sell, combine or reclassify any outstanding shares of Global Common Stock or U S WEST Common Stocklease, or declarepledge, set aside or pay any dividend or distribution payable in cashassign, stock, property encumber or otherwise dispose of any of its respective assets except in the Ordinary Course of Business, for adequate value, without recourse and consistent with its customary practice; (L) with respect to shares any extension of Global Common Stock credit in excess of $10,000, not waive or U S WEST Common Stockrelease any right or collateral or cancel or compromise any debt or claim, except pursuant in the Ordinary Course of Business; (M) not make, renegotiate, renew, increase, extend or purchase any loans, advances or loan commitments, in each case to Section 7.20; (iv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of its capital stockrespective officers, directors or any affiliated or related persons of such directors or officers except that Global shall be permitted to acquire shares in the Ordinary Course of Global Common Stock and U S WEST shall be permitted to acquire shares of U S WEST Common Stock from time to time in open market transactions, Business consistent with past practice established loan procedures and in compliance with applicable law and FRB Regulation O; (N) not take any action to create, relocate or terminate the provisions operations of any applicable employee benefit planbanking office or branch, program or arrangement, for issuance upon the exercise to form any new subsidiary or affiliated entity; (O) not settle or otherwise take any action to release or reduce any of options and other its respective rights granted, and the lapsing of restrictions, under such Party's respective employee benefit plans, programs and arrangements and dividend reinvestment plans; or (v) authorize or propose or enter into any contract, agreement, commitment or arrangement with respect to any litigation involving a claim of the matters prohibited by this Section 6.2(a)more than $10,000 in which it is a party; (iP) except consult with respect Westamerica on problem loan workout strategies. (ii) Redwood Empire and NBR shall not, without first having obtained the written consent of Westamerica (which consent shall not be unreasonably withheld, delayed or conditioned), cause or permit the officers of Redwood Empire or any of its subsidiaries to: (A) commit to acquisition transactions which are subject to Section 7.18 hereofany loan or extension of credit or any renewal of any outstanding credit in excess of $500,000, acquire (by merger, consolidationprovided that Westamerica’s consent shall be deemed given unless it objects and states the basis of its objection in writing, or acquisition verbally with prompt written confirmation, within one Business Day after receipt of stock written notice directed to authorized Westamerica personnel, together with sufficient supporting information to allow Westamerica to make an informed judgment, and Westamerica shall not unreasonably withhold its consent; provided, further, that any consent given by Westamerica shall be binding only if given by authorized Westamerica personnel identified on a list signed by Westamerica’s President and delivered to Redwood Empire concurrently with the execution of this Agreement or assetsas later modified by Westamerica; provided, however, as long as those new credits or renewals conform to Redwood Empire’s existing underwriting standards and applicable regulatory standards and are not classified or criticized, such extensions of credit or renewals shall be approved by Westamerica (or consent deemed given within one Business Day in the absence of written objection); provided further, however, Redwood Empire shall be permitted (without obtaining Westamerica’s prior consent) to change interest rates charged on any corporationoutstanding credit or on categories of outstanding or new credits so long as such changes in interest rates maintain or exceed preexisting spreads to market interest rates; (B) materially change the characteristics of its loan portfolio, partnership including loan types, interest rates (except to maintain or exceed preexisting spreads to market interest rates), terms, duration and other terms offered; (C) purchase any investment security with a maturity in excess of two years or that would result in a lengthening of the overall duration of its investment portfolio, or sell any investment security in which a gain is recognized; (D) accept any deposits with a rate of interest in excess of the rate paid on similar accounts of comparable maturity by WAB plus five basis points or materially change the characteristics of its deposit portfolio, including deposit types, interest rates and terms offered, provided that Westamerica shall not withhold its consent to a request for an exception to this restriction if the request is based on a reasonable business purpose consistent with existing operations of Redwood Empire; (E) commit to any new capital commitments or expenditures in excess of $25,000 for any individual item or $50,000 in the aggregate other than commitments or expenditures disclosed in Section 4(o) of the Redwood Empire Disclosure Schedule; (F) commit to any new contract or extend any existing contract (including, but not limited to, data processing or servicing but excluding agreements to extend credit) that would obligate it for an aggregate amount over time in excess of $25,000 for any individual contract or $50,000 in the aggregate; provided that Westamerica’s consent shall be deemed given unless it objects and states the basis of its objection in writing, or verbally with prompt written confirmation, within two Business Days after receipt of written notice directed to authorized Westamerica personnel, together with sufficient supporting information to allow Westamerica to make an informed judgment; (G) accelerate the vesting of pension or other business organization or division thereof or make or increase any investment in another entity (other than an entity which is a wholly-owned Subsidiary of such Party benefits except as contractually obligated as of the date hereof and other than incorporation of a wholly-owned Subsidiary) or joint ventures in connection with network buildouts, and investments in customers in the ordinary course of business and investments permitted by Schedule 6.2hereof; (ii) except in the ordinary course of business and in a manner consistent with past practice or as may be required by, or in accordance with, law or any Governmental or Regulatory Authority in order to permit or facilitate the consummation of the transactions contemplated hereby, sell, pledge, dispose of, or encumber or authorize or propose the sale, pledge, disposition or encumbrance of any assets of such Party or any of its Subsidiaries, except for transactions which do not exceed $2,000,000 individually or $10,000,000 in the aggregate in any twelve (12) month period; (iii) except in the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permits, authorize or make capital expenditures; (iv) except with respect to acquisition transactions which are subject to Section 7.18 hereof, enter into any other agreement, contract or commitment except (1) in the ordinary course of business of operating the existing businesses of Global or U S WEST, as the case may be, or (2) in accordance with the then current business plan for any of the other existing businesses of Global or U S WEST, as the case may be; or (v) authorize or enter into any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(b);or (c) incur indebtedness (from that shown on its balance sheet as of December 31, 1998H) except as permitted by Schedule 6.2 hereto; (dfor properties specified in Section 3(h)(ii)(H) enter into (i) leveraged derivative contracts (defined as contracts that use of the Redwood Empire Disclosure Schedule, knowingly acquire, own, possess or have a factor to multiply the underlying index exposure), collateral or (ii) other derivative contracts except for the purpose of hedging known contingent interest rate and foreign exchange exposures or otherwise reducing such Party's cost of financing; (e) take purchase option in any action with respect to the grant of any severance or termination pay, or stay, bonus, properties or other incentive arrangements (otherwise than pursuant to Benefit Plans and policies assets which contain or have located within or thereon any hazardous or toxic waste material or substance unless the location of such Party in effect on the date hereof hazardous or in the ordinary course of such Party's business) or with respect to any increase in benefits payable under its severance or termination pay policies, or stay, bonus toxic waste material or other incentive arrangements substance or its use thereon conforms in effect on all respects with all federal, state and local laws, rules, regulations or other provisions regulating the date hereof, if all such actions taken were to result, in discharge of materials into the payment, or the obligation to pay, of an amount, in any particular case, in excess of $2,000,000; (f) make any payments (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by Legal Requirements or the provisions of any Global Benefit Plan or U S WEST Benefit Plan, as the case may be) under any Global Benefit Plan or any U S WEST Benefit Plan, as the case may be, to any director or employee of, or independent contractor or consultant to, such Party or any of its Subsidiaries, adopt or otherwise materially amend (except for amendments required or made advisable by Legal Requirements) any Global Benefit Plan or U S WEST Benefit Plan, as the case may be, or enter into or amend any employment or consulting agreement of the type which would be required to be disclosed hereunder pursuant to Section 4.11 hereof with respect to Global or Section 5.11 hereof with respect to U S WEST, or grant or establish any new awards under any such existing Global Benefit Plan or U S WEST Benefit Plan or agreement (except in the ordinary course of business and in amounts and in a manner consistent with past practice); (g) file any material amended Tax Returns, settle any material tax audits, or change in any material respect (i) its method of tax accounting or tax practice or (ii) its accounting policies, methods or procedures, except as required by GAAP, or, in the case of Global, as previously disclosed to U S WEST; (h) take any action which could reasonably be expected to materially adversely affect or delay the ability of any of the Parties to obtain any approval of any Governmental or Regulatory Authority required to consummate the transactions contemplated hereby; (i) take any action that would prevent or impede the transactions to be effected pursuant to this Agreement from qualifying for U.S. federal income tax purposes as a tax-free exchange or series of exchanges; (j) other than pursuant to this Agreement, take any action to cause the shares of their respective Common Stock to cease to be quoted on any of the stock exchanges on which such shares are now quoted, other than in the case of Global, the Bermuda Stock Exchange or Nasdaq, provided the Global Common Stock is then listed on the NYSE; (i) issue SARs, new performance shares, restricted stock, or similar equity based rights, except as set forth in Section 6.2(a) and except in the ordinary course of business and in a manner consistent with past practice and as set forth on Schedule 6.2; (ii) materially modify any actuarial cost method, assumption or practice used in determining benefit obligations, annual expense and funding for any Benefit Plan, except to the extent required by GAAP; (iii) materially modify the investment philosophy of the Benefit Plan trusts or maintain an asset allocation which is not consistent with such philosophy, subject to any ERISA fiduciary obligation; (iv) subject to any ERISA fiduciary obligation, enter into any outsourcing agreement, or any other material contract relating to the Benefit Plans or management of the Benefit Plan trusts, provided that U S WEST and Global may enter into any such contracts that may be terminated within two years; (v) offer any new or extend any existing retirement incentive, "window" or similar benefit program; (vi) grant any ad hoc pension increase; (vii) establish any new or fund any existing "rabbi" or similar trust (except in accordance with the current terms of such trust), or enter into any other arrangement for the purpose of securing non-qualified benefits or deferred compensation; (viii) adopt or implement any corporate owned life insurance; orenvironment.

Conduct of Business in the Ordinary Course. Each of Global and U S WEST covenants and agrees that, between the date hereof and Prior to the Effective Time, unless Time of the Transition Committee Merger: (i) NVBancorp and YCB shall otherwise consent conduct their businesses (including the businesses of their subsidiaries) in writing, and except as described on Schedule 6.2 hereto or as otherwise expressly contemplated hereby, the business of such Party and its Subsidiaries shall be conducted only in, and such entities shall not take any action except in, the ordinary course as heretofore conducted. For purposes of this Agreement, the "Ordinary Course of Business" of each party shall consist of the banking and related businesses as presently conducted by it and its subsidiaries in compliance with customary safe and sound banking practices and applicable laws and regulations. Unless a party has given its previous written consent (which shall not be unreasonably withheld and shall be deemed to have been given if no response is provided following written request therefor within three (3) business days of receipt of such request) to any act or omission to the contrary, each party shall, and shall cause its subsidiaries to, until the Effective Date: (A) preserve its business and business organizations intact; (B) preserve the good will of customers and others having business relations with it and take no action that would impair the benefit to each party of the goodwill of it or the other benefits of the Merger; (C) consult with each party as to the making of any decisions or the taking of any actions in a manner consistent matters other than in the Ordinary Course of Business; (D) maintain its properties in customary repair, working order and condition (reasonable wear and tear excepted); (E) comply with past practice all laws, regulations and all Legal Requirements and Permits; and each decrees applicable to the conduct of Global and U S WEST and their respective Subsidiaries will its business; (F) use their commercially reasonable its best efforts to preserve substantially intact their business organizations, keep in force at not less than its present limits all policies of insurance (including deposit insurance of the FDIC) to the extent reasonably practicable in light of the prevailing market conditions in the insurance industry; (G) use its reasonable best commercial efforts to keep available the services of those its present officers and employees (it being understood that each party shall have the right to terminate the employment of their present officers, any of its officers or employees in accordance with its established employment procedures); (H) comply with all orders of and consultants who are integral to the operation agreements or memoranda of their businesses as presently conducted and to preserve their present relationships with significant customers and suppliers and with other persons with whom they have significant business relations; provided, however, that no action by Global or U S WEST or its Subsidiaries understanding with respect to matters specifically addressed it made by any other provision of this Section 6.2 shall be deemed a breach of this sentence unless such action would constitute a breach of one or more of such other provisions. By way of amplification and not limitationwith, unless the Transition Committee shall otherwise consent in writingFDIC, and except as set forth on Schedule 6.2 hereto or as otherwise expressly contemplated by this AgreementFRB, each of Global and U S WEST agrees on behalf of itself and its Subsidiaries that they will not, between the date hereof and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the other: (i) except for (A) the issuance of shares of Global Common Stock and U S WEST Common Stock in the ordinary course of business and in a manner consistent with past practice in amounts not exceeding the amounts set forth in Schedule 6.2 in order to satisfy obligations under employee benefit plans disclosed in Schedule 4.3 or 5.3 and U S WEST Equity Rights or Global Equity Rights issued thereunder and under existing dividend reinvestment plans; (B) grants of stock options with respect to Global Common Stock or U S WEST Common Stock to employees as set forth on Schedule 6.2 hereto in the ordinary course of business and in a manner consistent with past practice; (C) the issuance of shares of Global Common Stock pursuant to the transaction contemplated by the Frontier Merger Agreement; (D) issuances made to newly hired employees of Global or its Subsidiaries in amounts not exceeding the amounts set forth in Schedule 6.2; (E) issuances in respect of or in connection with any acquisitions, mergers, share exchanges, consolidations, business combinations or similar transactions by Global or its Subsidiaries permitted by Section 7.18 hereof; (F) sales of securities in connection with a secondary offering by shareholders of Global; and (G) issuances of equity securities as set forth on Schedule 6.2; (H) the issuance of securities by a Subsidiary to any Person which is directly or indirectly wholly-owned by Global or U S WEST (as the case may be); and (I) liens granted to secure indebtedness permitted by Schedule 6.2: issue, sell, pledge, dispose of, encumber, authorize, or propose the issuance, sale, pledge, disposition, encumbrance or authorization of any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock ofDFI, or any other ownership interest ingovernment agency or regulatory authority of competent jurisdiction, and promptly forward to each party all communications received from any such Party agency or authority that are not prohibited by such agency or authority from being so disclosed and inform each party of any material restrictions imposed by any government agency or regulatory authority on its business; (I) file in a timely manner (taking into account any extensions duly obtained) all reports, tax returns and other documents required to be filed with federal, state, local and other authorities; (J) conduct an environmental audit prior to foreclosure on any property concerning which it has knowledge, or should have knowledge, that asbestos or asbestos-containing material, PCB's or PCB- contaminated materials, any petroleum product, or hazardous substance or waste (as defined under any applicable environmental laws) was or is present, manufactured, recycled, reclaimed, released, stored, treated, or disposed of, and provide the results of such audit to and consult with each party regarding the significance of the audit prior to the foreclosure on any such property; (K) not sell, lease, pledge, assign, encumber or otherwise dispose of any of its Subsidiaries; (ii) amend or propose to amend the Certificate of Incorporation or Bylaws (or other comparable organizational document) of such Party or any of its Subsidiaries, assets except as disclosed in the draft joint proxy statement Ordinary Course of Global Business, for adequate value, without recourse and Frontier to be filed in connection with the Frontier Merger, or adopt, amend or propose to amend any shareholder rights plan or related rights agreement; provided, however, Global shall be permitted to (A) achieve a "discontinuance" under the laws of Bermuda and (B) continue in, and be subject to; the laws of the State of Delaware (or any other State of the United States of America) or, subject to the consent of U S WEST, which consent shall not be unreasonably withheld or delayed, the laws of any other jurisdiction; (iii) split, combine or reclassify any outstanding shares of Global Common Stock or U S WEST Common Stock, or declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise with respect to shares of Global Common Stock or U S WEST Common Stock, except pursuant to Section 7.20; (iv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of its capital stock, except that Global shall be permitted to acquire shares of Global Common Stock and U S WEST shall be permitted to acquire shares of U S WEST Common Stock from time to time in open market transactions, consistent with past practice and in compliance with applicable law and the provisions of any applicable employee benefit plan, program or arrangement, for issuance upon the exercise of options and other rights granted, and the lapsing of restrictions, under such Party's respective employee benefit plans, programs and arrangements and dividend reinvestment plans; or (v) authorize or propose or enter into any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(a)its customary practice; (iL) except with respect to acquisition transactions which are subject to Section 7.18 hereof, acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or make or increase any investment in another entity (other than an entity which is a wholly-owned Subsidiary of such Party as of the date hereof and other than incorporation of a wholly-owned Subsidiary) or joint ventures in connection with network buildouts, and investments in customers in the ordinary course of business and investments permitted by Schedule 6.2; (ii) except in the ordinary course of business and in a manner consistent with past practice or as may be required by, or in accordance with, law or any Governmental or Regulatory Authority in order to permit or facilitate the consummation of the transactions contemplated hereby, sell, pledge, dispose of, or encumber or authorize or propose the sale, pledge, disposition or encumbrance of any assets of such Party or any of its Subsidiaries, except for transactions which do not exceed $2,000,000 individually or $10,000,000 in the aggregate in any twelve (12) month period; (iii) except in the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permits, authorize or make capital expenditures; (iv) except with respect to acquisition transactions which are subject to Section 7.18 hereof, enter into any other agreement, contract or commitment except (1) in the ordinary course of business of operating the existing businesses of Global or U S WEST, as the case may be, or (2) in accordance with the then current business plan for any of the other existing businesses of Global or U S WEST, as the case may be; or (v) authorize or enter into any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(b); (c) incur indebtedness (from that shown on its balance sheet as of December 31, 1998) except as permitted by Schedule 6.2 hereto; (d) enter into (i) leveraged derivative contracts (defined as contracts that use a factor to multiply the underlying index exposure), or (ii) other derivative contracts except for the purpose of hedging known interest rate and foreign exchange exposures or otherwise reducing such Party's cost of financing; (e) take any action with respect to its investments or risk management arrangements which are inconsistent with the grant policies established by its Board of any severance or termination pay, or stay, bonus, or other incentive arrangements (otherwise than pursuant to Benefit Plans and policies of such Party in effect on the date hereof or in the ordinary course of such Party's business) or with respect to any increase in benefits payable under its severance or termination pay policies, or stay, bonus or other incentive arrangements in effect on the date hereof, if all such actions taken were to result, in the payment, or the obligation to pay, of an amount, in any particular case, in excess of $2,000,000;Directors; and (fM) make any payments (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by Legal Requirements or the provisions of any Global Benefit Plan or U S WEST Benefit Plan, as the case may be) under any Global Benefit Plan or any U S WEST Benefit Plan, as the case may be, to any director or employee of, or independent contractor or consultant to, such Party or any of its Subsidiaries, adopt or otherwise materially amend (except for amendments required or made advisable by Legal Requirements) any Global Benefit Plan or U S WEST Benefit Plan, as the case may be, or enter into or amend any employment or consulting agreement of the type which would be required to be disclosed hereunder pursuant to Section 4.11 hereof with respect to Global or Section 5.11 hereof with respect to U S WEST, or grant or establish any new awards under any such existing Global Benefit Plan or U S WEST Benefit Plan or agreement (except in the ordinary course of business and in amounts and in a manner consistent with past practice); (g) file any material amended Tax Returns, settle any material tax audits, or change in any material respect (i) its method of tax accounting or tax practice or (ii) its accounting policies, methods or procedures, except as required by GAAP, or, in the case of Global, as previously disclosed to U S WEST; (h) take any action which could reasonably be expected to materially adversely affect or delay the ability of any of the Parties to obtain any approval of any Governmental or Regulatory Authority required to consummate the transactions contemplated hereby; (i) take any action that would prevent or impede the transactions to be effected pursuant to this Agreement from qualifying for U.S. federal income tax purposes as a tax-free exchange or series of exchanges; (j) other than pursuant to this Agreement, not take any action to cause create, relocate or terminate the shares operations of their respective Common Stock any banking office or branch, except for the plans for improvements to cease the new Woodland branch and the opening of a Fairfield branch or to be quoted on form any of the stock exchanges on which such shares are now quoted, other than in the case of Global, the Bermuda Stock Exchange new subsidiary or Nasdaq, provided the Global Common Stock is then listed on the NYSEaffiliated entity; (iN) issue SARs, new performance shares, restricted stock, or similar equity based rights, except as set forth in Section 6.2(a) and except in the ordinary course of business and in a manner consistent with past practice and as set forth on Schedule 6.2; (ii) materially modify any actuarial cost method, assumption or practice used in determining benefit obligations, annual expense and funding for any Benefit Plan, except to the extent required by GAAP; (iii) materially modify the investment philosophy of the Benefit Plan trusts or maintain an asset allocation which is not consistent with such philosophy, subject to any ERISA fiduciary obligation; (iv) subject to any ERISA fiduciary obligation, enter into any outsourcing agreement, or any other material contract relating to the Benefit Plans or management of the Benefit Plan trusts, provided that U S WEST and Global may enter into any such contracts that may be terminated within two years; (v) offer any new or extend any existing retirement incentive, "window" or similar benefit program; (vi) grant any ad hoc pension increase; (vii) establish any new or fund any existing "rabbi" or similar trust (except in accordance with the current terms of such trustIntentionally Omitted), or enter into any other arrangement for the purpose of securing non-qualified benefits or deferred compensation; (viii) adopt or implement any corporate owned life insurance; or

Conduct of Business in the Ordinary Course. Each of Global and U S WEST covenants and agrees that, between the date hereof and Prior to the Effective TimeTime of the Merger, unless FNB and ACB shall conduct their businesses (including in the Transition Committee shall otherwise consent in writing, and except as described on Schedule 6.2 hereto or as otherwise expressly contemplated herebycase of FNB, the business businesses of such Party and its Subsidiaries shall be conducted only in, and such entities shall not take any action except in, FNBNC) in the ordinary course as heretofore conducted. For purposes of this Agreement, the “Ordinary Course of Business” of each party shall consist of the banking and related businesses as presently conducted by it and its subsidiaries in compliance with customary safe and sound banking practices and applicable laws and regulations. Unless a party has given its previous written consent (which shall not be unreasonably withheld and shall be deemed to have been given if no response is provided following written request therefor within three (3) business days of receipt of such request) to any act or omission to the contrary, each party shall, and shall cause its subsidiaries to, until the Effective Date: (i) preserve its business and business organizations intact; (ii) preserve the good will of customers and others having business relations with it and take no action that would impair the benefit to each party of the goodwill of it or the other benefits of the Merger and the Bank Merger; (iii) consult with each party as to the making of any decisions or the taking of any actions in a manner consistent matters other than in the Ordinary Course of Business; (iv) maintain its properties in customary repair, working order and condition (reasonable wear and tear excepted); (v) comply with past practice all laws, regulations and all Legal Requirements and Permits; and each decrees applicable to the conduct of Global and U S WEST and their respective Subsidiaries will its business; (vi) use their commercially reasonable its best efforts to preserve substantially intact their business organizations, keep in force at not less than its present limits all policies of insurance (including deposit insurance of the FDIC) to the extent reasonably practicable in light of the prevailing market conditions in the insurance industry; (vii) use its reasonable best commercial efforts to keep available the services of those its present officers and employees (it being understood that each party shall have the right to terminate the employment of their present officers, employees and consultants who are integral to the operation of their businesses as presently conducted and to preserve their present relationships with significant customers and suppliers and with other persons with whom they have significant business relations; provided, however, that no action by Global or U S WEST or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 6.2 shall be deemed a breach of this sentence unless such action would constitute a breach of one or more of such other provisions. By way of amplification and not limitation, unless the Transition Committee shall otherwise consent in writing, and except as set forth on Schedule 6.2 hereto or as otherwise expressly contemplated by this Agreement, each of Global and U S WEST agrees on behalf of itself and its Subsidiaries that they will not, between the date hereof and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the other: (i) except for (A) the issuance of shares of Global Common Stock and U S WEST Common Stock in the ordinary course of business and in a manner consistent with past practice in amounts not exceeding the amounts set forth in Schedule 6.2 in order to satisfy obligations under employee benefit plans disclosed in Schedule 4.3 or 5.3 and U S WEST Equity Rights or Global Equity Rights issued thereunder and under existing dividend reinvestment plans; (B) grants of stock options with respect to Global Common Stock or U S WEST Common Stock to employees as set forth on Schedule 6.2 hereto in the ordinary course of business and in a manner consistent with past practice; (C) the issuance of shares of Global Common Stock pursuant to the transaction contemplated by the Frontier Merger Agreement; (D) issuances made to newly hired employees of Global or its Subsidiaries in amounts not exceeding the amounts set forth in Schedule 6.2; (E) issuances in respect of or in connection with any acquisitions, mergers, share exchanges, consolidations, business combinations or similar transactions by Global or its Subsidiaries permitted by Section 7.18 hereof; (F) sales of securities in connection with a secondary offering by shareholders of Global; and (G) issuances of equity securities as set forth on Schedule 6.2; (H) the issuance of securities by a Subsidiary to any Person which is directly or indirectly wholly-owned by Global or U S WEST (as the case may be); and (I) liens granted to secure indebtedness permitted by Schedule 6.2: issue, sell, pledge, dispose of, encumber, authorize, or propose the issuance, sale, pledge, disposition, encumbrance or authorization of any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock of, or any other ownership interest in, such Party or any of its Subsidiaries; (ii) amend officers or propose to amend the Certificate of Incorporation or Bylaws (or other comparable organizational document) of such Party or any of employees in accordance with its Subsidiaries, except as disclosed in the draft joint proxy statement of Global and Frontier to be filed in connection with the Frontier Merger, or adopt, amend or propose to amend any shareholder rights plan or related rights agreement; provided, however, Global shall be permitted to (A) achieve a "discontinuance" under the laws of Bermuda and (B) continue in, and be subject to; the laws of the State of Delaware (or any other State of the United States of America) or, subject to the consent of U S WEST, which consent shall not be unreasonably withheld or delayed, the laws of any other jurisdiction; (iii) split, combine or reclassify any outstanding shares of Global Common Stock or U S WEST Common Stock, or declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise with respect to shares of Global Common Stock or U S WEST Common Stock, except pursuant to Section 7.20; (iv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of its capital stock, except that Global shall be permitted to acquire shares of Global Common Stock and U S WEST shall be permitted to acquire shares of U S WEST Common Stock from time to time in open market transactions, consistent with past practice and in compliance with applicable law and the provisions of any applicable employee benefit plan, program or arrangement, for issuance upon the exercise of options and other rights granted, and the lapsing of restrictions, under such Party's respective employee benefit plans, programs and arrangements and dividend reinvestment plans; or (v) authorize or propose or enter into any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(aestablished employment procedures); (iviii) except comply with all orders of and agreements or memoranda of understanding with respect to acquisition transactions it made by or with, the OCC, FDIC, FRB, DBO or any other government agency or regulatory authority of competent jurisdiction, and promptly forward to each party all communications received from any such agency or authority that are not prohibited by such agency or authority from being so disclosed and inform each party of any material restrictions imposed by any government agency or regulatory authority on its business; (ix) file in a timely manner (taking into account any extensions duly obtained) all reports, tax returns and other documents required to be filed with federal, state, local and other authorities; (x) conduct an environmental audit prior to foreclosure on any property concerning which are subject to Section 7.18 hereofit has knowledge that asbestos or asbestos- containing material, acquire (by mergerPCB's or PCB-contaminated materials, consolidationany petroleum product, or acquisition of stock hazardous substance or assetswaste (as defined under any applicable environmental laws) any corporationwas or is present, partnership manufactured, recycled, reclaimed, released, stored, treated, or other business organization or division thereof or make or increase any investment in another entity (other than an entity which is a wholly-owned Subsidiary disposed of, and provide the results of such Party as audit to and consult with each party regarding the significance of the date hereof and other than incorporation audit prior to the foreclosure on any such property; (xi) not sell, lease, pledge, assign, encumber or otherwise dispose of a wholly-owned Subsidiary) or joint ventures in connection with network buildouts, and investments in customers in the ordinary course any of business and investments permitted by Schedule 6.2; (ii) its assets except in the ordinary course Ordinary Course of business Business, for adequate value, without recourse and in a manner consistent with past practice or as may be required by, or in accordance with, law or any Governmental or Regulatory Authority in order to permit or facilitate the consummation of the transactions contemplated hereby, sell, pledge, dispose of, or encumber or authorize or propose the sale, pledge, disposition or encumbrance of any assets of such Party or any of its Subsidiaries, except for transactions which do not exceed $2,000,000 individually or $10,000,000 in the aggregate in any twelve (12) month period; (iii) except in the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permits, authorize or make capital expenditures; (iv) except with respect to acquisition transactions which are subject to Section 7.18 hereof, enter into any other agreement, contract or commitment except (1) in the ordinary course of business of operating the existing businesses of Global or U S WEST, as the case may be, or (2) in accordance with the then current business plan for any of the other existing businesses of Global or U S WEST, as the case may be; or (v) authorize or enter into any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(b)customary practice; (cxii) incur indebtedness (from that shown on its balance sheet as of December 31, 1998) except as permitted by Schedule 6.2 hereto; (d) enter into (i) leveraged derivative contracts (defined as contracts that use a factor to multiply the underlying index exposure), or (ii) other derivative contracts except for the purpose of hedging known interest rate and foreign exchange exposures or otherwise reducing such Party's cost of financing; (e) not take any action with respect to its investments or risk management arrangements which are inconsistent with the grant policies established by its Board of any severance or termination pay, or stay, bonus, or other incentive arrangements (otherwise than pursuant to Benefit Plans and policies of such Party in effect on the date hereof or in the ordinary course of such Party's business) or with respect to any increase in benefits payable under its severance or termination pay policies, or stay, bonus or other incentive arrangements in effect on the date hereof, if all such actions taken were to result, in the payment, or the obligation to pay, of an amount, in any particular case, in excess of $2,000,000;Directors; and (fxiii) make any payments (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by Legal Requirements or the provisions of any Global Benefit Plan or U S WEST Benefit Plan, as the case may be) under any Global Benefit Plan or any U S WEST Benefit Plan, as the case may be, to any director or employee of, or independent contractor or consultant to, such Party or any of its Subsidiaries, adopt or otherwise materially amend (except for amendments required or made advisable by Legal Requirements) any Global Benefit Plan or U S WEST Benefit Plan, as the case may be, or enter into or amend any employment or consulting agreement of the type which would be required to be disclosed hereunder pursuant to Section 4.11 hereof with respect to Global or Section 5.11 hereof with respect to U S WEST, or grant or establish any new awards under any such existing Global Benefit Plan or U S WEST Benefit Plan or agreement (except in the ordinary course of business and in amounts and in a manner consistent with past practice); (g) file any material amended Tax Returns, settle any material tax audits, or change in any material respect (i) its method of tax accounting or tax practice or (ii) its accounting policies, methods or procedures, except as required by GAAP, or, in the case of Global, as previously disclosed to U S WEST; (h) take any action which could reasonably be expected to materially adversely affect or delay the ability of any of the Parties to obtain any approval of any Governmental or Regulatory Authority required to consummate the transactions contemplated hereby; (i) take any action that would prevent or impede the transactions to be effected pursuant to this Agreement from qualifying for U.S. federal income tax purposes as a tax-free exchange or series of exchanges; (j) other than pursuant to this Agreement, not take any action to cause create, relocate or terminate the shares operations of their respective Common Stock any banking office or other facility or branch office or loan production office or to cease to be quoted on any of the stock exchanges on which such shares are now quoted, other than in the case of Global, the Bermuda Stock Exchange or Nasdaq, provided the Global Common Stock is then listed on the NYSE; (i) issue SARs, new performance shares, restricted stock, or similar equity based rights, except as set forth in Section 6.2(a) and except in the ordinary course of business and in a manner consistent with past practice and as set forth on Schedule 6.2; (ii) materially modify any actuarial cost method, assumption or practice used in determining benefit obligations, annual expense and funding for any Benefit Plan, except to the extent required by GAAP; (iii) materially modify the investment philosophy of the Benefit Plan trusts or maintain an asset allocation which is not consistent with such philosophy, subject to any ERISA fiduciary obligation; (iv) subject to any ERISA fiduciary obligation, enter into any outsourcing agreement, or any other material contract relating to the Benefit Plans or management of the Benefit Plan trusts, provided that U S WEST and Global may enter into any such contracts that may be terminated within two years; (v) offer form any new subsidiary or extend any existing retirement incentive, "window" or similar benefit program; (vi) grant any ad hoc pension increase; (vii) establish any new or fund any existing "rabbi" or similar trust (except in accordance with the current terms of such trust), or enter into any other arrangement for the purpose of securing non-qualified benefits or deferred compensation; (viii) adopt or implement any corporate owned life insurance; oraffiliated entity.

Conduct of Business in the Ordinary Course. Each of Global and U S WEST covenants and agrees that, between the date hereof and Prior to the Effective Time, unless the Transition Committee shall otherwise consent in writing, and except as described on Schedule 6.2 hereto or as otherwise expressly contemplated hereby, the business of such Party and its Subsidiaries shall be conducted only in, and such entities shall not take any action except in, the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permits; and each of Global and U S WEST and their respective Subsidiaries will use their commercially reasonable efforts to preserve substantially intact their business organizations, to keep available the services of those of their present officers, employees and consultants who are integral to the operation of their businesses as presently conducted and to preserve their present relationships with significant customers and suppliers and with other persons with whom they have significant business relations; provided, however, that no action by Global or U S WEST or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 6.2 shall be deemed a breach of this sentence unless such action would constitute a breach of one or more of such other provisions. By way of amplification and not limitation, unless the Transition Committee shall otherwise consent in writing, and except as set forth on Schedule 6.2 hereto or as otherwise expressly contemplated by this Agreement, each of Global and U S WEST agrees on behalf of itself and its Subsidiaries that they will not, between the date hereof and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the other: (i) except for (A) the issuance of shares of Global Common Stock Except as provided otherwise in this Agreement, Redwood Empire and U S WEST Common Stock its subsidiaries shall conduct their respective businesses in the ordinary course as heretofore conducted. For purposes of business this Agreement, the "Ordinary Course of Business" shall consist of the banking and in a manner consistent with past practice in amounts not exceeding related businesses as presently conducted by Redwood Empire and its subsidiaries and permitted under the amounts set forth in Schedule 6.2 in order BHCA, Federal Deposit Insurance Act (the "FDI Act"), National Bank Act and other applicable laws. Unless Westamerica has given its prior written consent to satisfy obligations under employee benefit plans disclosed in Schedule 4.3 any act or 5.3 and U S WEST Equity Rights or Global Equity Rights issued thereunder and under existing dividend reinvestment plans; (B) grants of stock options with respect to Global Common Stock or U S WEST Common Stock to employees as set forth on Schedule 6.2 hereto in the ordinary course of business and in a manner consistent with past practice; (C) the issuance of shares of Global Common Stock pursuant omission to the transaction contemplated by the Frontier Merger Agreement; contrary (D) issuances made to newly hired employees of Global or its Subsidiaries in amounts not exceeding the amounts set forth in Schedule 6.2; (E) issuances in respect of or in connection with any acquisitions, mergers, share exchanges, consolidations, business combinations or similar transactions by Global or its Subsidiaries permitted by Section 7.18 hereof; (F) sales of securities in connection with a secondary offering by shareholders of Global; and (G) issuances of equity securities as set forth on Schedule 6.2; (H) the issuance of securities by a Subsidiary to any Person which is directly or indirectly wholly-owned by Global or U S WEST (as the case may be); and (I) liens granted to secure indebtedness permitted by Schedule 6.2: issue, sell, pledge, dispose of, encumber, authorize, or propose the issuance, sale, pledge, disposition, encumbrance or authorization of any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock of, or any other ownership interest in, such Party or any of its Subsidiaries; (ii) amend or propose to amend the Certificate of Incorporation or Bylaws (or other comparable organizational document) of such Party or any of its Subsidiaries, except as disclosed in the draft joint proxy statement of Global and Frontier to be filed in connection with the Frontier Merger, or adopt, amend or propose to amend any shareholder rights plan or related rights agreement; provided, however, Global shall be permitted to (A) achieve a "discontinuance" under the laws of Bermuda and (B) continue in, and be subject to; the laws of the State of Delaware (or any other State of the United States of America) or, subject to the consent of U S WEST, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), Redwood Empire and its subsidiaries shall, through the Effective Date, cause its officers to: (A) use their commercially reasonable best efforts to preserve its business and business organizations intact; (B) use their commercially reasonable best efforts to preserve the goodwill of customers and others having business relations with Redwood Empire and take no action that would impair the benefit to Westamerica of the goodwill of Redwood Empire and NBR or the other benefits of the Mergers; (C) consult with Westamerica as to the making of any decisions or the taking of any actions in matters other than in the Ordinary Course of Business; (D) maintain its properties in customary repair, working order and condition (reasonable wear and tear excepted); (E) comply with all laws, regulations and decrees applicable to the conduct of their businesses; (F) keep in force at not less than its present limits all policies of insurance (including deposit insurance of the FDIC) to the extent reasonably practicable in light of the prevailing market conditions in the insurance industry; (G) use their commercially reasonable best efforts, subject to Section 3.2(g), to keep available to Westamerica the services of its present officers and employees (it being understood that Redwood Empire or NBR shall have the right to terminate the employment of any officer or employee in accordance with its customary employment procedures); (H) comply with all orders, agreements and memoranda of understanding made by or with the FRB, the laws Federal Reserve Bank of San Francisco (the "FRBSF"), the OCC, the FDIC or any other regulatory authority of competent jurisdiction, and promptly (and in any event within two Business Days) forward to Westamerica all communications received from or sent by Redwood Empire or any of its subsidiaries to any such authority that are not prohibited by such authority from being so disclosed and inform Westamerica of any material restrictions imposed by any governmental authority on the business of Redwood Empire or any of its subsidiaries; (I) file in a timely manner (taking into account any extensions duly obtained) all reports, tax returns and other jurisdiction; documents required to be filed with federal, state, local and other authorities; (iiiJ) splitconduct a Phase I environmental audit prior to foreclosure on any property and provide the results of such audit to and consult with Westamerica regarding the significance of the audit prior to the foreclosure on any such property; (K) not sell, combine or reclassify any outstanding shares of Global Common Stock or U S WEST Common Stocklease, or declarepledge, set aside or pay any dividend or distribution payable in cashassign, stock, property encumber or otherwise dispose of any of its respective assets except in the Ordinary Course of Business, for adequate value, without recourse and consistent with its customary practice; (L) with respect to shares any extension of Global Common Stock credit in excess of $10,000, not waive or U S WEST Common Stockrelease any right or collateral or cancel or compromise any debt or claim, except pursuant in the Ordinary Course of Business; (M) not make, renegotiate, renew, increase, extend or purchase any loans, advances or loan commitments, in each case to Section 7.20; (iv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of its capital stockrespective officers, directors or any affiliated or related persons of such directors or officers except that Global shall be permitted to acquire shares in the Ordinary Course of Global Common Stock and U S WEST shall be permitted to acquire shares of U S WEST Common Stock from time to time in open market transactions, Business consistent with past practice established loan procedures and in compliance with applicable law and FRB Regulation O; (N) not take any action to create, relocate or terminate the provisions operations of any applicable employee benefit planbanking office or branch, program or arrangement, for issuance upon the exercise to form any new subsidiary or affiliated entity; (O) not settle or otherwise take any action to release or reduce any of options and other its respective rights granted, and the lapsing of restrictions, under such Party's respective employee benefit plans, programs and arrangements and dividend reinvestment plans; or (v) authorize or propose or enter into any contract, agreement, commitment or arrangement with respect to any litigation involving a claim of the matters prohibited by this Section 6.2(a)more than $10,000 in which it is a party; (iP) except consult with respect Westamerica on problem loan workout strategies. (ii) Redwood Empire and NBR shall not, without first having obtained the written consent of Westamerica (which consent shall not be unreasonably withheld, delayed or conditioned), cause or permit the officers of Redwood Empire or any of its subsidiaries to: (A) commit to acquisition transactions which are subject to Section 7.18 hereofany loan or extension of credit or any renewal of any outstanding credit in excess of $500,000, acquire (by merger, consolidationprovided that Westamerica's consent shall be deemed given unless it objects and states the basis of its objection in writing, or acquisition verbally with prompt written confirmation, within one Business Day after receipt of stock written notice directed to authorized Westamerica personnel, together with sufficient supporting information to allow Westamerica to make an informed judgment, and Westamerica shall not unreasonably withhold its consent; provided, further, that any consent given by Westamerica shall be binding only if given by authorized Westamerica personnel identified on a list signed by Westamerica's President and delivered to Redwood Empire concurrently with the execution of this Agreement or assetsas later modified by Westamerica; provided, however, as long as those new credits or renewals conform to Redwood Empire's existing underwriting standards and applicable regulatory standards and are not classified or criticized, such extensions of credit or renewals shall be approved by Westamerica (or consent deemed given within one Business Day in the absence of written objection); provided further, however, Redwood Empire shall be permitted (without obtaining Westamerica's prior consent) to change interest rates charged on any corporationoutstanding credit or on categories of outstanding or new credits so long as such changes in interest rates maintain or exceed preexisting spreads to market interest rates; (B) materially change the characteristics of its loan portfolio, partnership including loan types, interest rates (except to maintain or exceed preexisting spreads to market interest rates), terms, duration and other terms offered; (C) purchase any investment security with a maturity in excess of two years or that would result in a lengthening of the overall duration of its investment portfolio, or sell any investment security in which a gain is recognized; (D) accept any deposits with a rate of interest in excess of the rate paid on similar accounts of comparable maturity by WAB plus five basis points or materially change the characteristics of its deposit portfolio, including deposit types, interest rates and terms offered, provided that Westamerica shall not withhold its consent to a request for an exception to this restriction if the request is based on a reasonable business purpose consistent with existing operations of Redwood Empire; (E) commit to any new capital commitments or expenditures in excess of $25,000 for any individual item or $50,000 in the aggregate other than commitments or expenditures disclosed in Section 4(o) of the Redwood Empire Disclosure Schedule; (F) commit to any new contract or extend any existing contract (including, but not limited to, data processing or servicing but excluding agreements to extend credit) that would obligate it for an aggregate amount over time in excess of $25,000 for any individual contract or $50,000 in the aggregate; provided that Westamerica's consent shall be deemed given unless it objects and states the basis of its objection in writing, or verbally with prompt written confirmation, within two Business Days after receipt of written notice directed to authorized Westamerica personnel, together with sufficient supporting information to allow Westamerica to make an informed judgment; (G) accelerate the vesting of pension or other business organization or division thereof or make or increase any investment in another entity (other than an entity which is a wholly-owned Subsidiary of such Party benefits except as contractually obligated as of the date hereof and other than incorporation of a wholly-owned Subsidiary) or joint ventures in connection with network buildouts, and investments in customers in the ordinary course of business and investments permitted by Schedule 6.2hereof; (ii) except in the ordinary course of business and in a manner consistent with past practice or as may be required by, or in accordance with, law or any Governmental or Regulatory Authority in order to permit or facilitate the consummation of the transactions contemplated hereby, sell, pledge, dispose of, or encumber or authorize or propose the sale, pledge, disposition or encumbrance of any assets of such Party or any of its Subsidiaries, except for transactions which do not exceed $2,000,000 individually or $10,000,000 in the aggregate in any twelve (12) month period; (iii) except in the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permits, authorize or make capital expenditures; (iv) except with respect to acquisition transactions which are subject to Section 7.18 hereof, enter into any other agreement, contract or commitment except (1) in the ordinary course of business of operating the existing businesses of Global or U S WEST, as the case may be, or (2) in accordance with the then current business plan for any of the other existing businesses of Global or U S WEST, as the case may be; or (v) authorize or enter into any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(b);or (c) incur indebtedness (from that shown on its balance sheet as of December 31, 1998H) except as permitted by Schedule 6.2 hereto; (dfor properties specified in Section 3(h)(ii)(H) enter into (i) leveraged derivative contracts (defined as contracts that use of the Redwood Empire Disclosure Schedule, knowingly acquire, own, possess or have a factor to multiply the underlying index exposure), collateral or (ii) other derivative contracts except for the purpose of hedging known contingent interest rate and foreign exchange exposures or otherwise reducing such Party's cost of financing; (e) take purchase option in any action with respect to the grant of any severance or termination pay, or stay, bonus, properties or other incentive arrangements (otherwise than pursuant to Benefit Plans and policies assets which contain or have located within or thereon any hazardous or toxic waste material or substance unless the location of such Party in effect on the date hereof hazardous or in the ordinary course of such Party's business) or with respect to any increase in benefits payable under its severance or termination pay policies, or stay, bonus toxic waste material or other incentive arrangements substance or its use thereon conforms in effect on all respects with all federal, state and local laws, rules, regulations or other provisions regulating the date hereof, if all such actions taken were to result, in discharge of materials into the payment, or the obligation to pay, of an amount, in any particular case, in excess of $2,000,000; (f) make any payments (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by Legal Requirements or the provisions of any Global Benefit Plan or U S WEST Benefit Plan, as the case may be) under any Global Benefit Plan or any U S WEST Benefit Plan, as the case may be, to any director or employee of, or independent contractor or consultant to, such Party or any of its Subsidiaries, adopt or otherwise materially amend (except for amendments required or made advisable by Legal Requirements) any Global Benefit Plan or U S WEST Benefit Plan, as the case may be, or enter into or amend any employment or consulting agreement of the type which would be required to be disclosed hereunder pursuant to Section 4.11 hereof with respect to Global or Section 5.11 hereof with respect to U S WEST, or grant or establish any new awards under any such existing Global Benefit Plan or U S WEST Benefit Plan or agreement (except in the ordinary course of business and in amounts and in a manner consistent with past practice); (g) file any material amended Tax Returns, settle any material tax audits, or change in any material respect (i) its method of tax accounting or tax practice or (ii) its accounting policies, methods or procedures, except as required by GAAP, or, in the case of Global, as previously disclosed to U S WEST; (h) take any action which could reasonably be expected to materially adversely affect or delay the ability of any of the Parties to obtain any approval of any Governmental or Regulatory Authority required to consummate the transactions contemplated hereby; (i) take any action that would prevent or impede the transactions to be effected pursuant to this Agreement from qualifying for U.S. federal income tax purposes as a tax-free exchange or series of exchanges; (j) other than pursuant to this Agreement, take any action to cause the shares of their respective Common Stock to cease to be quoted on any of the stock exchanges on which such shares are now quoted, other than in the case of Global, the Bermuda Stock Exchange or Nasdaq, provided the Global Common Stock is then listed on the NYSE; (i) issue SARs, new performance shares, restricted stock, or similar equity based rights, except as set forth in Section 6.2(a) and except in the ordinary course of business and in a manner consistent with past practice and as set forth on Schedule 6.2; (ii) materially modify any actuarial cost method, assumption or practice used in determining benefit obligations, annual expense and funding for any Benefit Plan, except to the extent required by GAAP; (iii) materially modify the investment philosophy of the Benefit Plan trusts or maintain an asset allocation which is not consistent with such philosophy, subject to any ERISA fiduciary obligation; (iv) subject to any ERISA fiduciary obligation, enter into any outsourcing agreement, or any other material contract relating to the Benefit Plans or management of the Benefit Plan trusts, provided that U S WEST and Global may enter into any such contracts that may be terminated within two years; (v) offer any new or extend any existing retirement incentive, "window" or similar benefit program; (vi) grant any ad hoc pension increase; (vii) establish any new or fund any existing "rabbi" or similar trust (except in accordance with the current terms of such trust), or enter into any other arrangement for the purpose of securing non-qualified benefits or deferred compensation; (viii) adopt or implement any corporate owned life insurance; orenvironment.

Conduct of Business in the Ordinary Course. Each of Global MacManus and U S WEST Xxx Group covenants and agrees that, between the date hereof and the Effective Time, unless the Transition Committee shall otherwise consent in writing, and except as described on Schedule 6.2 5.2 hereto or as otherwise expressly contemplated hereby, the business of such Party party and its Subsidiaries shall be conducted only in, and such entities shall not take any action except in, the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permits; and each of Global MacManus and U S WEST Xxx Group and their respective Subsidiaries will use their commercially reasonable efforts to preserve substantially intact their business organizations, to keep available the services of those of their present officers, employees and consultants who are integral to the operation of their businesses as presently conducted and to preserve their present relationships with significant customers clients and suppliers and with other persons with whom they have significant business relations; provided, however, that no action by Global or U S WEST or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 6.2 shall be deemed a breach of this sentence unless such action would constitute a breach of one or more of such other provisions. By way of amplification and not limitation, unless the Transition Committee shall otherwise consent in writing, and except as set forth on Schedule 6.2 5.2 hereto or as otherwise expressly contemplated by this Agreement, each of Global MacManus and U S WEST Xxx Group agrees on behalf of itself and its Subsidiaries that they will not, between the date hereof and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the otherfollowing: (i) except for (Aa) the issuance of shares of Global MacManus Common Stock and U S WEST Xxx Group Common Stock to employees in the ordinary course of business and in a manner consistent with past practice in amounts not exceeding the amounts set forth in Schedule 6.2 in order to satisfy obligations under employee benefit plans disclosed in Schedule 4.3 or 5.3 and U S WEST Equity Rights or Global Equity Rights issued thereunder and under existing dividend reinvestment plans; 5.2, (B) grants of stock options with respect to Global Common Stock or U S WEST Common Stock to employees as set forth on Schedule 6.2 hereto in the ordinary course of business and in a manner consistent with past practice; (C) the issuance of shares of Global Common Stock pursuant to the transaction contemplated by the Frontier Merger Agreement; (D) issuances made to newly hired employees of Global or its Subsidiaries in amounts not exceeding the amounts set forth in Schedule 6.2; (E) issuances in respect of or in connection with any acquisitions, mergers, share exchanges, consolidations, business combinations or similar transactions by Global or its Subsidiaries permitted by Section 7.18 hereof; (F) sales of securities in connection with a secondary offering by shareholders of Global; and (G) issuances of equity securities as set forth on Schedule 6.2; (Hb) the issuance of securities by a Subsidiary to any Person which is directly or indirectly wholly-owned by Global MacManus or U S WEST Xxx Group (as the case may be); and , (Ic) liens granted to secure indebtedness permitted by Schedule 6.25.2 or (d) issuances permitted under Section 6.11: issue, sell, pledge, dispose of, encumber, authorize, or propose the issuance, sale, pledge, disposition, encumbrance or authorization of any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock of, or any other ownership interest in, such Party party or any of its Subsidiaries; ; (ii) amend or propose to amend the Certificate of Incorporation or Bylaws (or other comparable organizational document) of such Party party or any of its Subsidiaries, except as disclosed in the draft joint proxy statement of Global and Frontier to be filed in connection with the Frontier Merger, or adopt, amend or propose to amend any shareholder stockholder rights plan or related rights agreement; provided, however, Global shall be permitted to (A) achieve a "discontinuance" under the laws of Bermuda and (B) continue in, and be subject to; the laws of the State of Delaware (or any other State of the United States of America) or, subject to the consent of U S WEST, which consent shall not be unreasonably withheld or delayed, the laws of any other jurisdiction; ; (iii) split, combine or reclassify any outstanding shares of Global Common Stock capital stock of MacManus or U S WEST Common StockXxx Group, or declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise with respect to shares of Global MacManus Common Stock or U S WEST Xxx Group Common Stock, except pursuant to Section 7.20; ; (iv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of its capital stock, except that Global shall be permitted to acquire shares of Global Common Stock and U S WEST shall be permitted to acquire shares of U S WEST Common Stock from time to time in open market transactions, consistent with past practice and in compliance with applicable law and the provisions of any applicable employee benefit plan, program or arrangement, for issuance upon the exercise of options and other rights granted, and the lapsing of restrictions, under such Party's respective employee benefit plans, programs and arrangements and dividend reinvestment plans; or or (v) authorize or propose or enter into any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(a5.2(a);; or (i) except with respect to acquisition transactions which are subject for Acquisitions permitted pursuant to Section 7.18 6.11 hereof, acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or make or increase any investment in another entity (other than an entity which is a wholly-owned Subsidiary of such Party party as of the date hereof and other than incorporation of a wholly-owned Subsidiary) or joint ventures in connection with network buildouts, and investments in customers in the ordinary course of business and investments permitted by Schedule 6.2; ventures; (ii) except in the ordinary course of business and in a manner consistent with past practice or as may be required by, or in accordance with, law or any Governmental or Regulatory Authority in order to permit or facilitate the consummation of the transactions contemplated hereby, sell, pledge, dispose of, or encumber or authorize or propose the sale, pledge, disposition or encumbrance of any assets of such Party party or any of its Subsidiaries, except for transactions which do not exceed $2,000,000 individually permitted by Schedule 5.2 or $10,000,000 in borrowings contemplated by Section 6.12 or 6.13 as the aggregate in any twelve (12) month period; case may be; (iii) except in the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permitspractice, authorize or make capital expenditures; expenditures not set forth in the most recent budgets presented to the other party prior to the date hereof; (iv) except with respect to acquisition transactions which are subject as permitted by Schedule 5.2 and Acquisitions permitted pursuant to Section 7.18 6.11 hereof, enter into any other agreement, contract or commitment except (1) in the ordinary course of business of operating the existing businesses of Global MacManus or U S WEST, as the case may be, or (2) in accordance with the then current business plan for any of the other existing businesses of Global or U S WESTXxx Group, as the case may be; or or (v) authorize or enter into any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(b5.2(b); (c) incur or assume indebtedness (other from that shown on its balance sheet the MacManus Financial Statements or Xxx Group Financial Statements, as the case may be) or assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of December 31any other person, 1998except (i) except as permitted by Schedule 6.2 5.2 hereto, (ii) refinancing of existing indebtedness and (iii) as contemplated by Section 6.12 or 6.13 as the case may be; (d) enter into (i) leveraged derivative contracts (defined except as contracts that use a factor to multiply the underlying index exposure)set forth in Schedule 5.2, or (ii) other derivative contracts except for the purpose of hedging known interest rate and foreign exchange exposures or otherwise reducing such Party's cost of financing; (e) take any action with respect to (i) the grant of any severance or termination pay, or stay, bonus, or other incentive arrangements (otherwise than pursuant to Benefit Plans and policies of such Party party in effect on the date hereof or in the ordinary course of such Partyparty's business), (ii) or with respect to any increase in benefits payable under its severance or termination pay policies, or stay, bonus or other incentive arrangements in effect on the date hereof, if all such actions taken were to result, in the payment, or the obligation to pay, of an amount, in any particular case, in excess of $2,000,000; (f) make any payments payment (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by Legal Requirements or the provisions of any Global MacManus Benefit Plan or U S WEST Xxx Group Benefit Plan, as the case may be) under any Global MacManus Benefit Plan or any U S WEST Xxx Group Benefit Plan, as the case may be, to any director or employee officer of, or independent contractor or consultant to, such Party party or any of its Subsidiaries, (iii) adopt or otherwise materially amend (except for amendments required or made advisable by Legal Requirements) any Global MacManus Benefit Plan or U S WEST Xxx Group Benefit Plan, as the case may be, or enter into or amend any employment or consulting agreement of the type which would be required to be disclosed hereunder pursuant to Section 4.11 hereof with respect to Global or Section 5.11 hereof with respect to U S WEST, or (iv) grant or establish any new awards under any such existing Global MacManus Benefit Plan or U S WEST Xxx Group Benefit Plan or agreement (except in the ordinary course of business and in amounts and in a manner consistent with past practice); (ge) file any material amended Tax Returns, settle any material tax auditsTax audits or other proceedings, other than a settlement of currently pending proceedings or subsequent related proceedings for an immaterial amount, or change in any material respect (i) its method of tax accounting or tax practice or (ii) its accounting policies, methods or procedures, except as required by GAAP, or, in the case of Global, as previously disclosed to U S WEST; (hf) take any action which could reasonably be expected to materially adversely affect or delay the ability of any of the Parties to obtain any approval of any Governmental or Regulatory Authority required to consummate the transactions contemplated hereby; (i) take any action specified on Schedule 5.2 that would prevent or impede the transactions to be effected pursuant to this Agreement Mergers, taken together, from qualifying for U.S. federal income tax purposes as a tax-free exchange or series of exchanges; (j) other than pursuant to this Agreement, take any action to cause transaction having the shares of their respective Common Stock to cease to be quoted on any effects described under Sections 351 and 368 of the stock exchanges on which such shares are now quoted, other than in the case of Global, the Bermuda Stock Exchange or Nasdaq, provided the Global Common Stock is then listed on the NYSECode; (i) issue SARs, new performance shares, restricted stock, or similar equity based rights, except as set forth in Section 6.2(a) and except in the ordinary course of business and in a manner consistent with past practice and as set forth on Schedule 6.2; 5.2; (ii) materially modify any actuarial cost method, assumption or practice used in determining benefit obligations, annual expense and funding for any Benefit Plan, except to the extent required by GAAP; ; (iii) materially modify the investment philosophy of the Benefit Plan trusts or maintain an asset allocation which is not consistent with such philosophy, subject to any ERISA fiduciary obligation; ; (iv) subject to any ERISA fiduciary obligation, enter into any outsourcing agreement, or any other material contract relating to the Benefit Plans or management of the Benefit Plan trusts, provided that U S WEST and Global may enter into any such contracts that may be terminated within two years; ; (v) except as described on Schedule 5.2, offer any new or extend any existing retirement incentive, "window" or similar benefit program; ; (vi) grant any ad hoc pension increase; or (vii) establish any new or fund any existing "rabbi" or similar trust (except in accordance with the current terms of such trust), or enter into any other arrangement for the purpose of securing non-qualified benefits or deferred compensation; or (viiih) adopt authorize or implement enter into any corporate owned life insurance; orcontract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 5.2. MacManus and Xxx Group agree that any written approval to a variance from the above obtained under this Section 5.2 may be relied upon by a party if signed by a member of the Transition Committee appointed by the other party.

Conduct of Business in the Ordinary Course. Each of Global GTE and U S WEST Xxxx Atlantic covenants and agrees that, subject to the provisions of Sections 7.16 and 7.17 hereof, between the date hereof and the Effective Time, unless the Transition Committee other shall otherwise consent in writing, and except as described on Schedule in Section 6.2 hereto of the Disclosure Schedules or as otherwise expressly contemplated hereby, the business of such Party and its Subsidiaries shall be conducted only in, and such entities shall not take any action except in, the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permitspractice; and each of Global GTE and U S WEST Xxxx Atlantic and their respective Subsidiaries will use their commercially reasonable efforts to preserve substantially intact their business organizations, to keep available the services of those of their present officers, employees and consultants who are integral to the operation of their businesses as presently conducted and to preserve their present relationships with significant customers and suppliers and with other persons with whom they have significant business relations; provided, however, that no action by Global or U S WEST or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 6.2 shall be deemed a breach of this sentence unless such action would constitute a breach of one or more of such other provisions. By way of amplification and not limitation, unless the Transition Committee shall otherwise consent in writing, and except as set forth on Schedule in Section 6.2 hereto of the Disclosure Schedules or as otherwise expressly contemplated by this AgreementAgreement and the Option Agreements, and subject to the provisions of Sections 7.16 and 7.17, each of Global GTE and U S WEST Xxxx Atlantic agrees on behalf of itself and its Subsidiaries that they will not, between the date hereof and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the other: (i) except for (A) the issuance of shares of Global GTE Common Stock and U S WEST Xxxx Atlantic Common Stock in the ordinary course of business and in a manner consistent with past practice in amounts not exceeding the amounts set forth in Schedule 6.2 in order to satisfy obligations under employee benefit plans disclosed the GTE Plans and Xxxx Atlantic Plans in Schedule 4.3 or 5.3 effect on the date hereof and U S WEST Xxxx Atlantic Equity Rights or Global GTE Equity Rights issued thereunder and under existing dividend reinvestment plans, which issuances shall be consistent with its existing policy and past practice; (B) grants of stock options with respect to Global GTE Common Stock or U S WEST Xxxx Atlantic Common Stock to employees as set forth on Schedule 6.2 hereto in the ordinary course of business and in amounts and in a manner consistent with past practice; and (C) the issuance of shares of Global Common Stock pursuant to the transaction contemplated by the Frontier Merger Agreement; (D) issuances made to newly hired employees of Global or its Subsidiaries in amounts not exceeding the amounts set forth in Schedule 6.2; (E) issuances in respect of or in connection with any acquisitions, mergers, share exchanges, consolidations, business combinations or similar transactions by Global or its Subsidiaries permitted by Section 7.18 hereof; (F) sales of securities in connection with a secondary offering by shareholders of Global; and (G) issuances of equity securities as set forth on Schedule 6.2; (H) the issuance of securities by a Subsidiary to any Person person which is directly or indirectly wholly-wholly owned by Global GTE or U S WEST Xxxx Atlantic (as the case may be); and (I) liens granted to secure indebtedness permitted by Schedule 6.2: ): issue, sell, pledge, dispose of, encumber, authorize, or propose the issuance, sale, pledge, disposition, encumbrance or authorization of any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock of, or any other ownership interest in, such Party or any of its SubsidiariesSubsidiaries (excluding such as may arise upon the exercise of existing rights); (ii) amend or propose to amend the Certificate of Incorporation or Bylaws (or other comparable organizational document) of such Party (other than by Xxxx Atlantic as contemplated hereby) or any of its Subsidiaries (other than wholly owned Subsidiaries, except as disclosed in the draft joint proxy statement of Global and Frontier to be filed in connection with the Frontier Merger, ) or adopt, amend or propose to amend any shareholder rights plan or related rights agreement; provided, however, Global shall be permitted to (A) achieve a "discontinuance" under the laws of Bermuda and (B) continue in, and be subject to; the laws of the State of Delaware (or any other State of the United States of America) or, subject to the consent of U S WEST, which consent shall not be unreasonably withheld or delayed, the laws of any other jurisdiction; (iii) split, combine or reclassify any outstanding shares of Global GTE Common Stock or U S WEST and Xxxx Atlantic Common Stock, or declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise with respect to shares of Global GTE Common Stock or U S WEST and Xxxx Atlantic Common Stock, except pursuant for cash dividends to Section 7.20stockholders of GTE and Xxxx Atlantic declared in accordance with existing dividend policy payable to stockholders of record on the record dates consistently used in prior periods; (iv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of its capital stock, except that Global each of GTE and Xxxx Atlantic shall be permitted to acquire shares of Global GTE Common Stock and U S WEST shall be permitted to acquire shares of U S WEST or Xxxx Atlantic Common Stock Stock, as the case may be, from time to time in open market transactions, consistent with past practice and in compliance with applicable law and the provisions of any applicable employee benefit plan, program or arrangement, for issuance upon the exercise of options and other rights granted, and the lapsing of restrictions, under such Party's respective employee benefit plans, programs and arrangements and dividend reinvestment plans; or (v) authorize or propose or enter into any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(a6.2 (a); (i) except with respect to acquisition transactions which are subject to Section 7.18 hereof, acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or make or increase any investment in another entity (other than an entity which is a wholly-wholly owned Subsidiary of such Party as of the date hereof and other than incorporation of a wholly-wholly owned Subsidiary) ), except for acquisitions or joint ventures investments which do not exceed $500,000,000 in connection with network buildouts, and the aggregate for all such acquisitions or investments in customers in the ordinary course of business and investments permitted by Schedule 6.2any 12-month period; (ii) except in the ordinary course of business and in a manner consistent with past practice or as may be required by, or in accordance with, law or any Governmental or Regulatory Authority in order to permit or facilitate the consummation of the transactions contemplated herebypractice, sell, pledge, dispose of, or encumber or authorize or propose the sale, pledge, disposition or encumbrance of any assets of such Party or any of its Subsidiaries, except for transactions which do not exceed $2,000,000 individually or $10,000,000 500,000,000 in the aggregate in any twelve (12) -month period; (iii) period and provided further that, unless and until it is mutually determined that pooling of interests accounting is not available for the Merger, no Party shall make any dispositions in excess of an aggregate of $100,000,000 except for those dispositions that the management of either party has determined, with the concurrence of its independent accountants, to be either in the ordinary course of business or not in contemplation of the Merger, and therefore not a disposition to be measured, individually and in a manner consistent the aggregate with past practice other dispositions, for material disposition of asset purposes, as required by Accounting Principals Bulletin No. 16 and all Legal Requirements and Permits, authorize the authoritative interpretations thereto; or make capital expenditures; (iviii) except with respect to acquisition transactions which are subject to Section 7.18 hereofauthorize, enter into any other agreement, contract or commitment except (1) in the ordinary course of business of operating the existing businesses of Global or U S WEST, as the case may be, or (2) in accordance with the then current business plan for any of the other existing businesses of Global or U S WEST, as the case may be; or (v) authorize or enter into amend any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(b); (c) incur indebtedness (from if, following the taking of such action, it is reasonably anticipated that shown on its balance sheet as such Party's outstanding senior indebtedness would be rated by Standard & Poor's at lower than A-, in the case of December 31GTE, 1998) except as permitted by Schedule 6.2 hereto;or at lower than A, in the case of Xxxx Atlantic. (d) enter into (i) leveraged derivative contracts (defined as contracts that use a factor to multiply the underlying index exposure), ) or (ii) other derivative contracts except for the purpose of hedging known interest rate and foreign exchange exposures or otherwise reducing such Party's cost of financing; (e) take any action with respect to the grant of any severance or termination pay, or stay, stay bonus, or other incentive arrangements (otherwise than pursuant to any GTE Plan, Xxxx Atlantic Plan (collectively with all GTE Plans, "Benefit Plans Plans") or any policies, arrangements and policies agreements of such Party which were in effect on on, or offered or approved to be offered by the board of directors or senior management of the respective Party prior to, the date hereof, or pursuant to any renewal or extension subsequent to the date hereof of the duration of the term of any such Benefit Plans, policies, arrangements or in the ordinary course of such Party's business) agreements), or with respect to any increase in benefits payable under its severance or termination pay policies, or stay, stay bonus or other incentive arrangements in effect on the date hereof; provided, however, that this subsection shall not prohibit GTE or Xxxx Atlantic or their respective subsidiaries from taking any actions whatsoever that are described in this Section 6.2(e) if all (i) such actions taken were to result, in the payment, or the obligation to pay, of an amount, in any particular case, in excess of $2,000,000; (f) make any payments (except in the ordinary course of business are not Merger-related and are in amounts and in a manner consistent with not materially greater than past practice or as otherwise required by Legal Requirements or the applicable provisions of the plan, policy or arrangement, and the Party taking such action consults with the other Party (where such consultation is reasonable and practicable) reasonably in advance of any Global Benefit Plan such action, or U S WEST Benefit Plan(ii) such actions are Merger-related, are taken to meet business needs, are consistent with competitive market practices of large data transmission or telecommunications companies, and the other Party gives its consent to such actions (such consent not to be unreasonably withheld after being consulted by the Party proposing such action (where such consultation is reasonable and practicable) reasonably in advance of any such action); provided, further, that on and after the date hereof, each of GTE and Xxxx Atlantic will use its best efforts in good faith to develop and adopt within 60 days of the date hereof, in concert with the other, a common set of principles and guidelines for the design and implementation of merger-related retention incentives and severance benefits for the purpose of enabling the respective companies to implement complementary plans, programs and arrangements, utilizing best competitive practices which each believes will facilitate the convergence of the benefits and employment practices and policies of the Parties and their respective subsidiaries during the period culminating in the Effective Time, and as soon as practicable after such adoption, each such Party shall comply, and cause their respective subsidiaries to comply, with such principles and guidelines (and any amendments thereto which are mutually agreed by the case may beParties thereafter); (f) take any action with respect to increases in employee compensation, or make any payments under any Global Benefit GTE Plan or any U S WEST Benefit Xxxx Atlantic Plan, as the case may be, to any director or employee of, or independent contractor or consultant to, such Party or any of its Subsidiaries, adopt or otherwise materially amend (except for amendments required or made advisable by Legal Requirements) any Global Benefit GTE Plan or U S WEST Benefit Xxxx Atlantic Plan, as the case may be, or enter into or amend any employment or consulting agreement of the type which would be required to be disclosed hereunder pursuant to Section 4.11 hereof with respect to Global or Section 5.11 hereof with respect to U S WESTagreement, or grant or establish any new awards under any such existing Global Benefit GTE Plan or U S WEST Benefit Xxxx Atlantic Plan or agreement agreement; provided, however, that this subsection shall not prohibit GTE or Xxxx Atlantic or their respective subsidiaries from taking any actions whatsoever that are described in this Section 6.2(f) if (i) such actions are not Merger-related and are in amounts not materially greater than past practice or as otherwise required by Legal Requirements or applicable provisions of the plan, policy or arrangement, and, except in the case of increases in employee compensation in the ordinary course of business and in amounts and in a manner consistent with past practice, the Party taking such action consults with the other Party (where such consultation is reasonable and practicable) reasonably in advance of any such action, or (ii) such actions are taken to meet business needs, are consistent with competitive market practices of large data transmission or telecommunications companies, and the other Party gives its consent to such actions (such consent not to be unreasonably withheld after being consulted by the Party proposing such action (where such consultation is reasonable and practicable) reasonably in advance of any such action); (g) file any material amended Tax Returns, settle any material tax audits, or change in any material respect (i) its method of tax accounting or tax practice or (ii) its accounting policies, methods or procedures, procedures except as required by GAAP, or, in the case of Global, as previously disclosed to U S WEST; (h) take any action which it believes when taken could reasonably be expected to materially adversely affect or delay in any material respect the ability of any of the Parties to obtain any approval of any Governmental or Regulatory Authority Entity required to consummate the transactions contemplated hereby; (i) take any action that would prevent or impede the transactions to be effected pursuant to this Agreement from qualifying for U.S. federal income tax purposes as a tax-free exchange or series of exchanges; (j) other than pursuant to this Agreement, take any action to cause the shares of their respective Common Stock to cease to be quoted on any of the stock exchanges on which such shares are now quoted, other than in the case of Global, the Bermuda Stock Exchange or Nasdaq, provided the Global Common Stock is then listed on the NYSE; (i) other than as consistent with past practice, issue SARsSARS, new performance shares, restricted stock, or similar equity based rights, except as set forth in Section 6.2(a) and except in the ordinary course of business and in a manner consistent with past practice and as set forth on Schedule 6.2; (ii) materially modify (with materiality to be determined with respect to the Benefit Plan in question) any actuarial cost method, assumption or practice used in determining benefit obligations, annual expense and funding for any Benefit Plan, except to the extent required by GAAP; (iii) materially modify (with materiality to be determined with respect to the Benefit Plan trust in question) the investment philosophy of the Benefit Plan trusts or maintain an asset allocation which is not consistent with such philosophy, subject to any ERISA fiduciary obligation; (iv) subject to any ERISA fiduciary obligation, enter into any outsourcing agreement, or any other material contract relating to the Benefit Plans or management of the Benefit Plan trusts, provided that U S WEST Xxxx Atlantic and Global GTE may enter into any such contracts that may be terminated within two years; (v) offer any new or extend any existing retirement incentive, "window" or similar benefit program; (vi) grant any ad hoc pension increase; (vii) establish any new or fund any existing "rabbi" or similar trust (except in accordance with the current terms of such trust), or enter into any other arrangement for the purpose of securing non-qualified benefits or deferred compensation; (viii) adopt or implement any corporate owned life insuranceinsurance program; or (ix) adopt or implement any "split dollar" life insurance program; provided, however, that this subsection shall not prohibit GTE or Xxxx Atlantic or their respective subsidiaries from taking any actions whatsoever that are described in this Section 6.2(j) (with the exception of clause (j)(i)) if such actions are in amounts not materially greater than past practice or as otherwise required by Legal Requirements or applicable provisions of the plan, policy or arrangement, and the Party taking such action consults with the other Party (where such consultation is reasonable and practicable) reasonably in advance of any such action; or (k) take any action which it believes when taken would cause its representations and warranties contained herein to become inaccurate in any material respect. GTE and Xxxx Atlantic agree that any written approval obtained under this Section 6.2 may be relied upon by the other Party if signed by the Chief Executive Officer or any other executive officer of the Party providing such written approval.

Conduct of Business in the Ordinary Course. Each of Global and U S WEST The Company covenants and agrees with Parent that, between the date hereof and the Effective Time, unless the Transition Committee shall otherwise consent in writing, and except as described on Schedule 6.2 hereto Section 4.01 of the Company Disclosure Letter, as consented to in writing by Parent (which consent shall not be unreasonably withheld or delayed) or as otherwise expressly contemplated hereby, the business of such Party the Company and its Subsidiaries shall be conducted only in, and such entities shall not take any action except in, in the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permitspractice; and each the Company for itself and on behalf of Global and U S WEST and their respective its Subsidiaries will agrees with Parent to use their its commercially reasonable efforts to preserve substantially intact their business organizations, to keep available the services of those (but without any obligation to pay any additional compensation) of their present officers, current officers and employees and consultants who are integral to the operation of their businesses as presently conducted and to preserve the goodwill of and maintain their present relationships with significant current customers and suppliers and with other persons Persons with whom they have significant business relations, in each case in all material respects; provided, however, that no action by Global or U S WEST the Company or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 6.2 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of one or more of such other provisionsprovision. By way of amplification and not limitation, unless the Transition Committee shall otherwise consent in writing, and except Except as set forth on Schedule 6.2 hereto Section 4.01 of the Company Disclosure Letter, as consented to in writing by Parent (which consent shall not be unreasonably withheld or delayed), or as otherwise expressly contemplated by this Agreement, each of Global and U S WEST the Company agrees with Parent, on behalf of itself and its Subsidiaries Subsidiaries, that they will not, between the date hereof and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the otherfollowing: (a) (i) except for (A) the issuance of shares of Global Common Stock and U S WEST Common Stock in the ordinary course of business and in a manner consistent with past practice in amounts not exceeding the amounts set forth in Schedule 6.2 in order to satisfy obligations under employee benefit plans disclosed in Schedule 4.3 or 5.3 and U S WEST Equity Rights or Global Equity Rights issued thereunder and under existing dividend reinvestment plans; (B) grants of stock options with respect to Global Common Stock or U S WEST Common Stock to employees as set forth on Schedule 6.2 hereto in the ordinary course of business and in a manner consistent with past practice; (C) the issuance of shares of Global Common Stock pursuant to the transaction contemplated by the Frontier Merger Agreement; (D) issuances made to newly hired employees of Global or its Subsidiaries in amounts not exceeding the amounts set forth in Schedule 6.2; (E) issuances in respect of or in connection with any acquisitions, mergers, share exchanges, consolidations, business combinations or similar transactions by Global or its Subsidiaries permitted by Section 7.18 hereof; (F) sales of securities in connection with a secondary offering by shareholders of Global; and (G) issuances of equity securities as set forth on Schedule 6.2; (H) the issuance of securities by a Subsidiary to any Person which is directly or indirectly wholly-owned by Global or U S WEST (as the case may be); and (I) liens granted to secure indebtedness permitted by Schedule 6.2: issue, sell, pledge, dispose of, encumber, authorize, or propose the issuance, sale, pledge, disposition, encumbrance or authorization of any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock of, or any other ownership interest in, such Party the Company or any of its Subsidiaries, or grant any restricted shares, phantom equity, stock appreciation rights or other equity-based award with respect to Shares under any Company Benefit Plan or otherwise (whether such awards are settled in cash, Shares or otherwise), except for any transaction solely between the Company and a wholly owned Subsidiary of the Company or between wholly owned Subsidiaries of the Company; (ii) amend or propose to amend the Certificate certificate of Incorporation incorporation or Bylaws (bylaws or other comparable organizational document) similar constituent documents or any certificate of such Party designation of the Company or any of its Subsidiaries, except as disclosed in the draft joint proxy statement of Global and Frontier to be filed in connection with the Frontier Merger, or adopt, amend or propose to amend any shareholder stockholder rights plan or related rights agreement; provided, however, Global shall be permitted to (A) achieve a "discontinuance" under the laws of Bermuda and (B) continue in, and be subject to; the laws of the State of Delaware (or any other State of the United States of America) or, subject to the consent of U S WEST, which consent shall not be unreasonably withheld or delayed, the laws of any other jurisdiction; (iii) split, combine or reclassify any outstanding shares of Global Common Stock or U S WEST Common StockShares, or declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise with respect to shares of Global Common Stock Shares; or U S WEST Common Stock, except pursuant to Section 7.20; (iv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of its capital stockCompany Securities, except that Global shall be permitted in connection with (X) the withholding of Company Securities to satisfy Tax obligations with respect to Restricted Shares, and (Y) the acquisition by the Company of Company Securities in connection with the forfeiture of Restricted Shares; (b) (i) acquire, propose to acquire shares of Global Common Stock and U S WEST shall be permitted to acquire shares of U S WEST Common Stock from time to time in open market transactions, consistent with past practice and in compliance with applicable law and the provisions of any applicable employee benefit plan, program or arrangement, for issuance upon the exercise of options and other rights granted, and the lapsing of restrictions, under such Party's respective employee benefit plans, programs and arrangements and dividend reinvestment plans; or (v) authorize or propose or enter into any contract, agreement, commitment or arrangement with respect an agreement to any of the matters prohibited by this Section 6.2(a); (i) except with respect to acquisition transactions which are subject to Section 7.18 hereof, acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or make or increase any investment in another entity (other than an entity which is a wholly-wholly owned Subsidiary of such Party the Company as of the date hereof and other than incorporation of a wholly-wholly owned Subsidiary) with a value in excess of $5 million individually or joint ventures $15 million in the aggregate, except (A)(1) with respect to the fiscal year 2007, as contemplated by the Company’s fiscal year 2007 budget and capital expenditure plans, as set forth in Section 4.01(b) of the Company Disclosure Letter (the “Budget”), (2) with respect to the fiscal quarter ending March 31, 2008, in excess of $5 million, and (3) with respect to the fiscal quarter ending June 30, 2008, in excess of $5 million or (B) made in connection with any transaction solely between the Company and a wholly owned Subsidiary of the Company or between wholly owned Subsidiaries of the Company; (ii) sell, lease, pledge, dispose of, or encumber or authorize or propose, or enter into an agreement contemplating the sale, lease, pledge, disposition or encumbrance of (x) any FCC Licenses whatsoever, (y) any network buildoutsassets or fixed assets with a value in excess of $1 million individually or $5 million in the aggregate, and investments or (z) any other assets with a value in customers excess of $1 million individually or $5 million in the aggregate,, except (A) with respect to such other assets referred to in clause (z) above, in the ordinary course of business and investments permitted by Schedule 6.2; (ii) except in the ordinary course of business and in a manner consistent with past practice or practice, (B) as may be required by, or in accordance with, law or any Governmental or Regulatory Authority Authority, including to comply with spectrum limitations, in order to permit or facilitate the consummation of the transactions contemplated hereby, sell(C)(1) with respect to the fiscal year 2007, pledgeas contemplated by the Budget, dispose ofand (2) with respect to each of the fiscal quarters ending March 31, 2008 and June 30, 2008, in excess of $3 million; or (D) made in connection with any transaction solely between the Company and a wholly owned Subsidiary of the Company or between wholly owned Subsidiaries of the Company; or (iii) except as required by applicable Law or Permits, authorize or make capital expenditures, except in connection with the cell site build-out contemplated by Section 5.15, (X) with respect to the fiscal year 2007, in an aggregate amount exceeding 110% of the aggregate annual amounts set forth in the Budget, (Y) with respect to the fiscal quarter ending March 31, 2008, in an aggregate amount exceeding $20 million, and (Z) with respect to the fiscal quarter ending June 30, 2008, in an aggregate amount exceeding $20 million. (c) (i) incur, create, assume or otherwise become liable for, or encumber repay or authorize or propose the saleprepay, pledge, disposition or encumbrance of any assets of such Party or any of its SubsidiariesIndebtedness, except for transactions which do any Indebtedness solely between the Company and a wholly owned Subsidiary of the Company or between wholly owned Subsidiaries of the Company; provided that, notwithstanding the above, the Company may (A) incur any Indebtedness in the ordinary course of business in an aggregate principal amount not to exceed $2,000,000 individually 50 million and prepayable at any time without premium or $10,000,000 penalty, or (B) repay or refinance at maturity any Indebtedness existing on the date hereof, provided that, with respect to refinancings, such Indebtedness, as refinanced, is prepayable at any time without premium or penalty (other than customary LIBOR breakage costs); or (ii) amend or modify any existing Indebtedness; (d) except (i) as required pursuant to any Company Benefit Plan (including employment agreements) in effect on the date hereof, or (ii) as required by applicable Law (including Section 409A of the Code) or as deemed advisable to prevent an inclusion of income or imposition of penalties under Section 409A of the Code or as deemed advisable to amend any Company Benefit Plan in order to facilitate compliance with Section 409A in a manner that would not cause a material increase in cost to the Company, its Subsidiaries or to Parent; provided, that any amendments required by Section 409A or made to facilitate compliance with Section 409A of the Code to any material Company Benefit Plan will be made providing Parent with reasonable opportunity to consult, (A) enter into or amend any Contract with any executive officer or director of the Company, other than any employment agreements with persons who are newly hired as executive officers in the aggregate ordinary course of business and consistent with past practice, (B) adopt, amend or terminate any Company Benefit Plan or establish any new arrangement that would be a Company Benefit Plan were it in effect on the date hereof, (C) take any action to increase or accelerate the accrual rate, vesting or timing of payment, or fund or in any twelve other way secure the payment, of compensation, benefits or other rights of any employee or other service provider under any Company Benefit Plan, (12) month period; (iiiD) except in the ordinary course of business and in a manner consistent with past practice in connection with routine promotions of Company Employees at the (non-executive) Manager level and all Legal Requirements below and Permitsfield service technical support staff, authorize increase the wages, salaries, benefits or make capital expendituresincentive compensation or incentive compensation opportunities of any employee, director, consultant or other service provider of the Company or any of its Subsidiaries; provided, that the Company will provide Parent, no later than five days following the end of each month, with a monthly report summarizing promotions and increases made in the preceding month and, if Parent determines in its reasonable judgment that the monthly increases are not consistent with the Company’s past practice, Parent and the Company will establish a monthly limit on the amount of any such increases/promotions, or (ivE) enter into, adopt or amend any collective bargaining agreement or other arrangement with any labor organization; (e) enter into, renew, extend, amend in any material adverse respect, terminate, or grant any release or relinquishment of rights under, any Specified Contract (other than any Contract with Parent or any of its Affiliates), except (i) as required by Law or any Contract involving a Related Party Transaction, and (ii) other than with respect to acquisition transactions which are subject Specified Contracts of the types referred to in clauses (A), (B), (C), (F)(3), I(i), (K) and (L) of Section 7.18 hereof, enter into 2.18(a) and only to the extent not otherwise proscribed by any other agreementprovision of this Agreement, contract or commitment except (1) in the ordinary course of business consistent with past practice; provided that, with respect to a Specified Contract of operating the existing businesses type referred to in Section 2.18(a)(G), any new such Contract must terminate or be terminable by the Company upon a change of Global control of the Company (including the Merger) without any payment, premium or U S WESTother termination fee; (f) assign, transfer, cancel, fail to use commercially reasonable efforts to renew or fail to use commercially reasonable efforts to extend any FCC License or State License, except for cancellations or modifications of FCC Licenses for microwave facilities in the ordinary course of business consistent with past practice, or cancellations or modifications of FCC Licenses for microwave facilities in connection with negotiated relocation agreements in accordance with Sections 27.1111, et seq. and Sections 101.69, et seq. of the FCC Rules; (g) assign, transfer, cancel, fail to use commercially reasonable efforts to renew or fail to use commercially reasonable efforts to extend any Real Estate Leases that are, individually or in the aggregate, material to the business and operations of the Company or any of its Subsidiaries, except (i) with respect to Real Estate Leases affecting network or customer support assets, as consistent with the case may benetwork design, maintenance and growth plans of the Company and its Subsidiaries as of the date hereof, and (ii) with respect to all other Real Estate Leases, in the ordinary course of business and consistent with past practice; (h) except with respect to Taxes, compromise, settle or agree to settle any suit, action, claim, proceeding or investigation (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), or consent to the same, other than compromises, settlements or agreements in the ordinary course of business and consistent with past practice that do not involve or relate to this Agreement or the transactions contemplated hereby and that involve only the payment of monetary damages (A) not in excess of $5 million in the aggregate, or (2B) in accordance consistent with the then current business plan for reserves reflected in the Company’s balance sheet at December 31, 2006, in each case without the imposition of material equitable relief on, or the admission of wrongdoing by, the Company or any of its Subsidiaries; (i) enter into any new line of business outside of its existing business and reasonable extensions thereof; (j) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than among wholly owned Subsidiaries of the Company); (k) implement or adopt any material change in its financial accounting principles, practices or methods, other than as required by GAAP, the Company’s outside auditors, applicable Law or regulatory guidelines; (l) except in the ordinary course of business, (i) make any material Tax election or take any position on any Tax Return filed on or after the date of this Agreement or adopt any method therein that is materially inconsistent with elections made, positions taken or methods used in preparing or filing similar returns in prior periods unless such position or election is required pursuant to applicable Law or the Code, (ii) enter into any settlement or compromise of any material Tax liability for an amount materially in excess of the amount reserved therefor, (iii) change any annual Tax accounting period relating to any material Tax, except as may be required by applicable Law or the Code, or (iv) enter into any closing agreement relating to any material Tax liability for an amount materially in excess of the amount reserved therefor; (m) except as required by applicable Law or any Governmental or Regulatory Authority, enter into any contract, agreement, commitment or arrangement or take any action that would, individually or in the aggregate, reasonably be expected to prevent, render illegal, or delay beyond the End Date (including any extension thereof) or materially impair the Company’s ability to consummate the Merger and the other existing businesses of Global or U S WEST, as the case may betransactions contemplated by this Agreement; or or (vn) authorize or enter into any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(b); (c) incur indebtedness (from that shown on its balance sheet as of December 31, 1998) except as permitted by Schedule 6.2 hereto; (d) enter into (i) leveraged derivative contracts (defined as contracts that use a factor to multiply the underlying index exposure), or (ii) other derivative contracts except for the purpose of hedging known interest rate and foreign exchange exposures or otherwise reducing such Party's cost of financing; (e) take any action with respect to the grant of any severance or termination pay, or stay, bonus, or other incentive arrangements (otherwise than pursuant to Benefit Plans and policies of such Party in effect on the date hereof or in the ordinary course of such Party's business) or with respect to any increase in benefits payable under its severance or termination pay policies, or stay, bonus or other incentive arrangements in effect on the date hereof, if all such actions taken were to result, in the payment, or the obligation to pay, of an amount, in any particular case, in excess of $2,000,000; (f) make any payments (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by Legal Requirements or the provisions of any Global Benefit Plan or U S WEST Benefit Plan, as the case may be) under any Global Benefit Plan or any U S WEST Benefit Plan, as the case may be, to any director or employee of, or independent contractor or consultant to, such Party or any of its Subsidiaries, adopt or otherwise materially amend (except for amendments required or made advisable by Legal Requirements) any Global Benefit Plan or U S WEST Benefit Plan, as the case may be, or enter into or amend any employment or consulting agreement of the type which would be required to be disclosed hereunder pursuant to Section 4.11 hereof with respect to Global or Section 5.11 hereof with respect to U S WEST, or grant or establish any new awards under any such existing Global Benefit Plan or U S WEST Benefit Plan or agreement (except in the ordinary course of business and in amounts and in a manner consistent with past practice); (g) file any material amended Tax Returns, settle any material tax audits, or change in any material respect (i) its method of tax accounting or tax practice or (ii) its accounting policies, methods or procedures, except as required by GAAP, or, in the case of Global, as previously disclosed to U S WEST; (h) take any action which could reasonably be expected to materially adversely affect or delay the ability of any of the Parties to obtain any approval of any Governmental or Regulatory Authority required to consummate the transactions contemplated hereby; (i) take any action that would prevent or impede the transactions to be effected pursuant to this Agreement from qualifying for U.S. federal income tax purposes as a tax-free exchange or series of exchanges; (j) other than pursuant to this Agreement, take any action to cause the shares of their respective Common Stock to cease to be quoted on any of the stock exchanges on which such shares are now quoted, other than in the case of Global, the Bermuda Stock Exchange or Nasdaq, provided the Global Common Stock is then listed on the NYSE; (i) issue SARs, new performance shares, restricted stock, or similar equity based rights, except as set forth in Section 6.2(a) and except in the ordinary course of business and in a manner consistent with past practice and as set forth on Schedule 6.2; (ii) materially modify any actuarial cost method, assumption or practice used in determining benefit obligations, annual expense and funding for any Benefit Plan, except to the extent required by GAAP; (iii) materially modify the investment philosophy of the Benefit Plan trusts or maintain an asset allocation which is not consistent with such philosophy, subject to any ERISA fiduciary obligation; (iv) subject to any ERISA fiduciary obligation, enter into any outsourcing agreement, or any other material contract relating to the Benefit Plans or management of the Benefit Plan trusts, provided that U S WEST and Global may enter into any such contracts that may be terminated within two years; (v) offer any new or extend any existing retirement incentive, "window" or similar benefit program; (vi) grant any ad hoc pension increase; (vii) establish any new or fund any existing "rabbi" or similar trust (except in accordance with the current terms of such trust), or enter into any other arrangement for the purpose of securing non-qualified benefits or deferred compensation; (viii) adopt or implement any corporate owned life insurance; or4.01.

Conduct of Business in the Ordinary Course. Each of Global and U S WEST covenants and agrees that, between the date hereof and Prior to the Effective Time, unless ValliCorp and the Transition Committee shall otherwise consent ValliCorp Subsidiaries: (1) Shall conduct their respective businesses in writing, and except as described on Schedule 6.2 hereto or as otherwise expressly contemplated hereby, the business of such Party and its Subsidiaries shall be conducted only in, and such entities shall not take any action except in, the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permits; and each of Global and U S WEST and their respective Subsidiaries will use their commercially reasonable efforts to preserve substantially intact their business organizations, to keep available the services of those of their present officers, employees and consultants who are integral as heretofore conducted except to the operation extent otherwise contemplated herein. For purposes of their this Agreement, the "Ordinary Course of Business" of ValliCorp and the ValliCorp Subsidiaries shall consist of the banking and related businesses as presently conducted by ValliCorp and to preserve their present relationships the ValliCorp Subsidiaries and permitted under the Bank Holding Company Act, the California Financial Code and other applicable laws and, provided ValliCorp has consulted with significant customers WABC, shall include the sale of OREO and suppliers and with other persons with whom they have significant business relations; provided, however, that no action by Global or U S WEST or its Subsidiaries with respect to matters specifically addressed by any other provision real estate held for sale. For purposes of this Section 6.2 5.2(f), if ValliCorp seeks any consent required hereunder from an officer authorized or designated by WABC for said purpose and WABC has not approved or disapproved the request within one Business Day after the consent has been requested, said consent shall be deemed a breach of this sentence unless such action would constitute a breach of one or more of such other provisionsto have been approved. By way of amplification and not limitation, unless the Transition Committee shall otherwise consent in writing, and except as set forth on Schedule 6.2 hereto or as otherwise expressly contemplated by this Agreement, each of Global and U S WEST agrees on behalf of itself and Unless WABC has given its Subsidiaries that they will not, between the date hereof and the Effective Time, directly or indirectly, do any of the following without the prior previous written consent of the other: (i) except for (A) the issuance of shares of Global Common Stock and U S WEST Common Stock in the ordinary course of business and in a manner consistent with past practice in amounts not exceeding the amounts set forth in Schedule 6.2 in order to satisfy obligations under employee benefit plans disclosed in Schedule 4.3 or 5.3 and U S WEST Equity Rights or Global Equity Rights issued thereunder and under existing dividend reinvestment plans; (B) grants of stock options with respect to Global Common Stock or U S WEST Common Stock to employees as set forth on Schedule 6.2 hereto in the ordinary course of business and in a manner consistent with past practice; (C) the issuance of shares of Global Common Stock pursuant to the transaction contemplated by the Frontier Merger Agreement; (D) issuances made to newly hired employees of Global or its Subsidiaries in amounts not exceeding the amounts set forth in Schedule 6.2; (E) issuances in respect of or in connection with any acquisitions, mergers, share exchanges, consolidations, business combinations or similar transactions by Global or its Subsidiaries permitted by Section 7.18 hereof; (F) sales of securities in connection with a secondary offering by shareholders of Global; and (G) issuances of equity securities as set forth on Schedule 6.2; (H) the issuance of securities by a Subsidiary to any Person which is directly or indirectly wholly-owned by Global or U S WEST (as the case may be); and (I) liens granted to secure indebtedness permitted by Schedule 6.2: issue, sell, pledge, dispose of, encumber, authorize, or propose the issuance, sale, pledge, disposition, encumbrance or authorization of any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock of, or any other ownership interest in, such Party or any of its Subsidiaries; (ii) amend or propose to amend the Certificate of Incorporation or Bylaws (or other comparable organizational document) of such Party or any of its Subsidiaries, except as disclosed in the draft joint proxy statement of Global and Frontier to be filed in connection with the Frontier Merger, or adopt, amend or propose to amend any shareholder rights plan or related rights agreement; provided, however, Global shall be permitted to (A) achieve a "discontinuance" under the laws of Bermuda and (B) continue in, and be subject to; the laws of the State of Delaware (or any other State of the United States of America) or, subject to the consent of U S WEST, preceding sentence) to any act or omission to the contrary (which consent shall not be unreasonably withheld or delayedwithheld), the laws of any other jurisdiction; (iii) split, combine or reclassify any outstanding shares of Global Common Stock or U S WEST Common Stock, or declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise with respect to shares of Global Common Stock or U S WEST Common Stock, except pursuant to Section 7.20; (iv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of its capital stock, except that Global shall be permitted to acquire shares of Global Common Stock and U S WEST shall be permitted to acquire shares of U S WEST Common Stock from time to time in open market transactions, consistent with past practice and in compliance with applicable law ValliCorp and the provisions of any applicable employee benefit planValliCorp Subsidiaries shall, program or arrangementuntil the Effective Date, for issuance upon the exercise of options cause their respective officers to: (A) use all commercially reasonable efforts to preserve their respective businesses and other rights granted, and the lapsing of restrictions, under such Party's respective employee benefit plans, programs and arrangements and dividend reinvestment plans; or (v) authorize or propose or enter into any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(a)business organizations intact; (iB) except use all commercially reasonable efforts to preserve the goodwill of customers and others having business relations with respect them and take no action that would impair the benefit to acquisition transactions which are subject to Section 7.18 hereof, acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or make or increase any investment in another entity (other than an entity which is a wholly-owned Subsidiary of such Party as WABC of the date hereof goodwill of ValliCorp and the ValliCorp Subsidiaries or the other than incorporation of a wholly-owned Subsidiary) or joint ventures in connection with network buildouts, and investments in customers in the ordinary course of business and investments permitted by Schedule 6.2; (ii) except in the ordinary course of business and in a manner consistent with past practice or as may be required by, or in accordance with, law or any Governmental or Regulatory Authority in order to permit or facilitate the consummation benefits of the transactions contemplated hereby, sell, pledge, dispose of, or encumber or authorize or propose the sale, pledge, disposition or encumbrance of any assets of such Party or any of its Subsidiaries, except for transactions which do not exceed $2,000,000 individually or $10,000,000 in the aggregate in any twelve (12) month period; (iii) except in the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permits, authorize or make capital expenditures; (iv) except with respect to acquisition transactions which are subject to Section 7.18 hereof, enter into any other agreement, contract or commitment except (1) in the ordinary course of business of operating the existing businesses of Global or U S WEST, as the case may be, or (2) in accordance with the then current business plan for any of the other existing businesses of Global or U S WEST, as the case may be; or (v) authorize or enter into any contract, agreement, commitment or arrangement with respect to any of the matters prohibited by this Section 6.2(b)Merger; (cC) incur indebtedness (from that shown on its balance sheet consult with WABC as of December 31, 1998) except as permitted by Schedule 6.2 hereto; (d) enter into (i) leveraged derivative contracts (defined as contracts that use a factor to multiply the underlying index exposure), or (ii) other derivative contracts except for the purpose of hedging known interest rate and foreign exchange exposures or otherwise reducing such Party's cost of financing; (e) take any action with respect to the grant making of any severance or termination pay, or stay, bonus, or other incentive arrangements (otherwise than pursuant to Benefit Plans and policies of such Party in effect on the date hereof or in the ordinary course of such Party's business) or with respect to any increase in benefits payable under its severance or termination pay policies, or stay, bonus or other incentive arrangements in effect on the date hereof, if all such actions taken were to result, in the payment, decisions or the obligation to pay, of an amount, in any particular case, in excess of $2,000,000; (f) make any payments (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by Legal Requirements or the provisions taking of any Global Benefit Plan or U S WEST Benefit Plan, as the case may be) under any Global Benefit Plan or any U S WEST Benefit Plan, as the case may be, to any director or employee of, or independent contractor or consultant to, such Party or any of its Subsidiaries, adopt or otherwise materially amend (except for amendments required or made advisable by Legal Requirements) any Global Benefit Plan or U S WEST Benefit Plan, as the case may be, or enter into or amend any employment or consulting agreement of the type which would be required to be disclosed hereunder pursuant to Section 4.11 hereof with respect to Global or Section 5.11 hereof with respect to U S WEST, or grant or establish any new awards under any such existing Global Benefit Plan or U S WEST Benefit Plan or agreement (except actions in the ordinary course of business and in amounts and in a manner consistent with past practice); (g) file any material amended Tax Returns, settle any material tax audits, or change in any material respect (i) its method of tax accounting or tax practice or (ii) its accounting policies, methods or procedures, except as required by GAAP, or, in the case of Global, as previously disclosed to U S WEST; (h) take any action which could reasonably be expected to materially adversely affect or delay the ability of any of the Parties to obtain any approval of any Governmental or Regulatory Authority required to consummate the transactions contemplated hereby; (i) take any action that would prevent or impede the transactions to be effected pursuant to this Agreement from qualifying for U.S. federal income tax purposes as a tax-free exchange or series of exchanges; (j) other than pursuant to this Agreement, take any action to cause the shares of their respective Common Stock to cease to be quoted on any of the stock exchanges on which such shares are now quoted, matters other than in the case Ordinary Course of Global, the Bermuda Stock Exchange or Nasdaq, provided the Global Common Stock is then listed on the NYSEBusiness; (iD) issue SARsmaintain their respective properties in customary repair, new performance shares, restricted stock, or similar equity based rights, except as set forth in Section 6.2(a) working order and except in the ordinary course of business condition (reasonable wear and in a manner consistent with past practice and as set forth on Schedule 6.2; (ii) materially modify any actuarial cost method, assumption or practice used in determining benefit obligations, annual expense and funding for any Benefit Plan, except to the extent required by GAAP; (iii) materially modify the investment philosophy of the Benefit Plan trusts or maintain an asset allocation which is not consistent with such philosophy, subject to any ERISA fiduciary obligation; (iv) subject to any ERISA fiduciary obligation, enter into any outsourcing agreement, or any other material contract relating to the Benefit Plans or management of the Benefit Plan trusts, provided that U S WEST and Global may enter into any such contracts that may be terminated within two years; (v) offer any new or extend any existing retirement incentive, "window" or similar benefit program; (vi) grant any ad hoc pension increase; (vii) establish any new or fund any existing "rabbi" or similar trust (except in accordance with the current terms of such trusttear excepted), or enter into any other arrangement for the purpose of securing non-qualified benefits or deferred compensation; (viii) adopt or implement any corporate owned life insurance; or;