Common use of Deferral of Contract Payments Clause in Contracts

Deferral of Contract Payments. (a) The Company shall have the right, at any time prior to February 15, 2010, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Stock Purchase Contract Agent written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Common Equity Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the rate of 6.375% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the "Deferred Contract Payments"). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.11. No Contract Payments may be deferred to a date that is after February 15, 2010 and no such deferral period may end other than on a Payment Date. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Payments, if any, and any Deferred Contract Payments, will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase Contracts, each Holder will receive in respect of such deferred payments on the Stock Purchase Date in lieu of a cash payment, in the sole discretion of the Company, either (i) a number of shares of Common Stock (in addition to a number of shares of Common Stock per Common Equity Unit equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates pursuant to Section 5.04, or (ii) Unsecured Notes which will (A) have a principal amount equal to the aggregate amount of Deferred Contract Payments, (B) mature on August 15, 2010, (C) bear interest at an annual rate equal to the then market rate of interest for similar instruments (not to exceed 10%), as determined by a nationally recognized investment banking firm selected by the Company, (D) be subordinate and rank junior in right of payment to all of the Company's existing and future Senior Debt on the same basis as the Contract Payments, and (E) not be redeemable by the Company prior to their stated maturity. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.08. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Deferred Contract Payments have been paid, the Company shall not (A) declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Capital Stock; (B) make any payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem the other series of junior subordinated debt securities or any debt securities issued by the Company that rank equally with or junior to the Company's junior subordinated debt securities (except for partial payments of interest with respect to the junior subordinated debt securities); and (C) make any payment under any guarantee that ranks equally with or junior to the Company's guarantee related to the Trust Preferred Securities other than, in each case: (i) any repurchase, redemption or other acquisition of shares of capital stock of the Company in connection with (x) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y) a dividend reinvestment or stockholder purchase plan, or (z) the issuance of capital stock of the Company, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Event of Default, Default or Deferral Period, as the case may be; (ii) any exchange, redemption or conversion of any class or series of capital stock of the Company, or the capital stock of one of the Company's subsidiaries, for any other class or series of capital stock of the Company, or of any class or series of the Company's indebtedness for any class or series of capital stock of the Company; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of capital stock of the Company pursuant to the conversion or exchange provisions of such capital stock or the securities being converted or exchanged; (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; (v) payments by the Company under the Guarantee related to the applicable Trust Preferred Securities; or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal with or junior to such stock.

Deferral of Contract Payments. (a) The Company shall have the rightright (which will be exercised if so directed by the SEC), at any time prior to February 15, 2010the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Stock Purchase Contract Agent written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company company is required to give notice of the any Record Date or Payment Date with respect to the payment of such Contract Payments to the NYSE New York Stock Exchange, or any other national securities exchange, automated interdealer quotation system or other applicable self-self regulatory organization or to Holders of the Common Equity UnitsMCAPS, but in any event not less than one Business Day prior to such Record Date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the rate of 6.375% per year originally applicable to the Debentures (computed calculated on the same basis of a 360-day year of twelve 30-day monthsas originally applicable to the Debentures), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the "“Deferred Contract Payments"”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.116.7. No Contract Payments may be deferred to a date that is after February 15, 2010 the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's ’s right to receive any Contract Payments, if any, Payments and any Deferred Contract Payments, Payments will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase ContractsContracts and such deferral is continuing on the Stock Purchase Date, each Holder will receive in respect of such deferred payments on the Stock Purchase Date in lieu of a cash payment, in the sole discretion of the Company, either (i) a number of shares of Common Stock (in addition to a number of shares of Common Stock per Common Equity Unit equal the Depositary Shares to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates issued pursuant to Section 5.046.3, or subordinated notes of the Company (ii“Additional Subordinated Notes”) Unsecured Notes which that will (Ai) have a principal amount equal to the aggregate amount of Deferred Contract PaymentsPayments at the Stock Purchase Date, (Bii) mature on August 15the later of June 2, 20102014 and five years after the first Payment Date on which any of such Deferred Contract Payments were payable, (Ciii) bear interest at an annual the rate per annum equal to the then market originally applicable rate of interest for similar instruments on the Debentures (not subject to exceed 10%deferral on the same basis as the Contract Payments; provided that the reference in clause (i)(2) of Section 6.7(d) to the beginning of the deferral period shall be deemed to refer to the beginning of the deferral period with respect to the Contract Payments), as determined by a nationally recognized investment banking firm selected by the Company, (Div) be subordinate and rank junior in right of payment to all of the Company's existing and future ’s Senior Debt on the same basis as the Contract Payments, Debentures and (Ev) not be redeemable by at the option of the Company at any time or from time to time prior to their stated maturity. (d) No fractional shares of Common Stock will be issued by the Company with respect maturity at a redemption price equal to the payment principal amount thereof plus any accrued and unpaid interest to the date of Deferred Contract Payments on the Stock Purchase Dateredemption. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.08. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Company shall have either paid all Deferred Contract Payments have been paidin the manner set forth in Section 6.7(c) to the Stock Purchase Contract Agent in cash or repaid all amounts outstanding on the Additional Subordinated Notes, the Company shall not (A) declare or pay any dividends or distributions on, make distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any shares of the Company's Capital its capital stock, including Preferred Stock; (B) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem the other series of junior subordinated debt securities or any debt securities issued by security of the Company that rank equally ranks pari passu in all respects with or junior in interest to the Company's junior subordinated debt securities (except for partial payments of interest with respect to the junior subordinated debt securities)Debentures; and (C) make any payment under guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company that by its terms ranks equally pari passu in all respects with or junior in interest to the Company's guarantee related to Guarantee (as such term is defined in the Trust Preferred Securities Declaration of Trust), other than, in each case: : (ia) any repurchase, redemption dividends or other acquisition distributions in the form of shares of capital stock of the Company in connection with (x) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y) a dividend reinvestment or stockholder purchase plan, or (z) the issuance of capital common stock of the Company, or securities convertible into or exercisable for ; (b) payments under the Trust Guarantee (as such capital stock, as consideration term is defined in an acquisition transaction entered into prior to the applicable Event Declaration of Default, Default or Deferral Period, as the case may be; Trust); (ii) any exchange, redemption or conversion of any class or series of capital stock of the Company, or the capital stock of one of the Company's subsidiaries, for any other class or series of capital stock of the Company, or of any class or series of the Company's indebtedness for any class or series of capital stock of the Company; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of capital stock of the Company pursuant to the conversion or exchange provisions of such capital stock or the securities being converted or exchanged; (ivc) any declaration of a dividend in connection with any the implementation of a shareholders’ rights plan, or the issuance of rights, stock or other property under any rights plansuch plan in the future, or the redemption or repurchase of any such rights pursuant thereto; ; (vd) payments by the Company under the Guarantee purchases of common stock related to the applicable Trust Preferred Securities; or (vi) any dividend in the form issuance of stock, warrants, options or other rights where the dividend common stock or stock issuable upon exercise rights under any of such warrants, options or other rights is the same stock as Company’s benefit plans; (e) payments of interest on any of the Company’s debt securities that rank on which the dividend is being paid or ranks equal a parity with (“Parity Debt Securities”) or junior in interest to the Debentures or payments under any guarantee of the Company of the debt securities of any subsidiary of the Company if such stockguarantee ranks on a parity with (“Parity Guarantees”) or junior in interest to the Debentures in respect of interest payments on debt securities of any subsidiary of the Company, in each case ratably and in proportion to the respective amount of (x) accrued and unpaid interest on such Parity Debt Securities or guaranteed by such Parity Guarantees, on the one hand, and (y) accrued and unpaid interest on the Debentures (including compounded amounts and all amounts of principal and interest on any Additional Subordinated Notes), on the other hand; and (f) payment of interest on the Debentures in Additional Subordinated Notes in connection with a Failed Remarketing.

Deferral of Contract Payments. (a) The Company shall have the rightright (which will be exercised if so directed by the Federal Reserve), at any time prior to February 15, 2010the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and Property Trustee (with a copy to the Stock Purchase Contract Agent Paying Agent) written notice of its election with respect to defer each such deferred deferral of a Contract Payment (specifying the amount to be deferred) at least ten five Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is Property Trustee and the Administrative Trustees are required to give notice of the Record Date any record date or Payment Date with respect to payment any series of such Contract Payments PPS to the NYSE New York Stock Exchange, any other national securities exchange, automated interdealer quotation system or other applicable self-self regulatory organization or to Holders of the Common Equity UnitsHolders, but in any event not less than one five Business Day Days prior to such Record Daterecord date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the rate of 6.375% per year originally applicable to the Notes (computed calculated on the same basis of a 360-day year of twelve 30-day monthsas originally applicable to the Notes), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the "“Deferred Contract Payments"”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.112.7, except as provided under Section 1.9. No Contract Payments may be deferred to a date that is after February 15, 2010 the Stock Purchase Date and no such deferral period may end other than on a Payment Date, except as provided under Section 1.9. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's Issuer Trust’s right to receive any Contract Payments, if any, Payments and any Deferred Contract Payments, Payments will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as Property Trustee on behalf of the close of business Issuer Trust on the Record Date immediately preceding such Payment Date, except as provided under Section 1.9. (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase ContractsContracts and such deferral is continuing on the Stock Purchase Date, each Holder the Property Trustee on behalf of the Issuer Trust will receive in respect of such deferred payments on the Stock Purchase Date in lieu of a cash payment, in addition to the sole discretion of the Company, either (i) a number of shares of Common Preferred Stock (in addition to a number of shares of Common Stock per Common Equity Unit equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates issued pursuant to Section 5.042.3, or (ii) Unsecured Additional Subordinated Notes which that will (Ai) have a principal amount equal to the aggregate amount of Deferred Contract PaymentsPayments at the Stock Purchase Date, (Bii) mature on August 15the later of September 26, 20102017 and seven years after the first Payment Date on which any of such Deferred Contract Payments was payable, (Ciii) bear interest at an annual the rate per annum equal to the then market originally applicable rate of interest for similar instruments on the Notes (not subject to exceed 10%), deferral on the same basis as determined by a nationally recognized investment banking firm selected by the CompanyNotes, (Div) be subordinate and rank junior in right of payment to all of the Company's existing and future ’s Senior Debt on the same basis as the Contract Payments, Notes and (Ev) not be redeemable by at the option of the Company at any time or from time to time prior to their stated maturitymaturity at a redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the date of redemption; provided that the Company shall register such Additional Subordinated Notes under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be so delivered pursuant to an exemption or exception from registration thereunder. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.08. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Company shall have either paid all Deferred Contract Payments have been paidto the Property Trustee in cash or repaid all amounts outstanding on the Additional Subordinated Notes, the Company shall not (Ai) declare or pay any dividends or distributions on, make distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any shares of the Company's Capital its capital stock, including Preferred Stock; (Bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem the other series of junior subordinated debt securities any Parity Securities or any debt securities issued by of the Company that rank equally with or junior to the Company's junior subordinated debt securities Notes; or (except for partial iii) make any guarantee payments of interest with respect to the junior subordinated debt securities); and (C) make any payment under any guarantee by the Company of the debt securities of any subsidiary of the Company that by its terms ranks equally with or junior in interest to the Company's ’s guarantee related to the Trust Preferred Securities PPS other than, in each case: (i) any repurchase, redemption or other acquisition of shares of capital stock of the Company in connection with (x1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y2) a dividend reinvestment or stockholder purchase plan, or (z3) the issuance of capital stock of the Company, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Event of Default, Default or Deferral Period, as the case may bedeferral period; (ii) any exchange, redemption or conversion of any class or series of the capital stock of the Company, Company or the capital stock of one any of the Company's subsidiaries, its subsidiaries for any other class or series of capital stock of the Company’s capital stock, or of any class or series of the Company's ’s indebtedness for any class or series of capital stock of the Company’s capital stock; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of the Company’s capital stock of the Company pursuant to the conversion or exchange provisions of such capital stock or the securities being converted or exchanged; (iv) any declaration of a dividend in connection with any a stockholder rights plan, or the issuance of rights, stock or other property under any stockholder rights plan, or the redemption or repurchase of rights pursuant thereto; (v) payments any payment by the Company under the Guarantee guarantee related to the applicable Trust Preferred Securities; orPPS; (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal equally with or junior to such stock; (vii) any payment of current or deferred interest in respect of Parity Securities that is made pro rata to the amounts due on such Parity Securities (including the Notes) and any payments of principal or deferred interest on Parity Securities that, if not made, would cause the Company to breach the terms of the instrument governing such Parity Securities; or (viii) any payment of interest on Parity Securities (including the Notes) in additional Parity Securities (including any Additional Subordinated Notes) and any repurchase of Parity Securities (including the Notes) in exchange for preferred stock (including the Preferred Stock), in each case in accordance with a Failed Remarketing or similar event.

Deferral of Contract Payments. (a) The Company shall have the right, at any time prior to February 15, 2010the Third Stock Purchase Date, to defer the payment of any or all of the Contract Payments (including any Deferred Contract Payments) otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Stock Purchase Contract Agent written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten (10) Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Common Equity Units, but in any event not less than one (1) Business Day prior to such Record Date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at an annual rate equal to the rate of 6.375% per year applicable Contract Payment Deferral Rate (computed on the basis of a 360-day year consisting of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the "“Deferred Contract Payments"”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date Date, except to the extent that payment thereof is deferred pursuant to this Section 5.115.12. No Contract Payments may be deferred to a date that is after February 15the Third Stock Purchase Date, 2010 and no such deferral period may end other than on a Payment Date or a Stock Purchase Date. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's ’s right to receive Contract Payments, if any, and any Deferred Contract PaymentsPayments on or after such Termination Event, will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase Contracts, each Holder will receive in respect of such deferred payments on the Stock Purchase Date in lieu of a cash payment, in the sole discretion of the Company, either (i) a number of shares of Common Stock (in addition to a number of shares of Common Stock per Common Equity Unit equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates pursuant to Section 5.04, or (ii) Unsecured Notes which will (A) have a principal amount equal to the aggregate amount of Deferred Contract Payments, (B) mature on August 15, 2010, (C) bear interest at an annual rate equal to the then market rate of interest for similar instruments (not to exceed 10%), as determined by a nationally recognized investment banking firm selected by the Company, (D) be subordinate and rank junior in right of payment to all of the Company's existing and future Senior Debt on the same basis as the Contract Payments, and (E) not be redeemable by the Company prior to their stated maturity. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.08. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Deferred Contract Payments have been paid, the Company shall not (A) declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Capital Stock; (B) make any payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem the other series of junior subordinated debt securities or any debt securities issued by the Company that rank equally with or junior to the Company's junior subordinated debt securities (except for partial payments of interest with respect to the junior subordinated debt securities); and (C) make any payment under any guarantee that ranks equally with or junior to the Company's guarantee related to the Trust Preferred Securities other than, in each case: (i) any repurchase, redemption or other acquisition of shares of capital stock of the Company in connection with (x) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y) a dividend reinvestment or stockholder purchase plan, or (z) the issuance of capital stock of the Company, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Event of Default, Default or Deferral Period, as the case may be; (ii) any exchange, redemption or conversion of any class or series of capital stock of the Company, or the capital stock of one of the Company's subsidiaries, for any other class or series of capital stock of the Company, or of any class or series of the Company's indebtedness for any class or series of capital stock of the Company; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of capital stock of the Company pursuant to the conversion or exchange provisions of such capital stock or the securities being converted or exchanged; (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; (v) payments by the Company under the Guarantee related to the applicable Trust Preferred Securities; or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal with or junior to such stock.

Deferral of Contract Payments. (a) The Company shall have the rightright (which will be exercised if so directed by the Federal Reserve), at any time prior to February 15, 2010the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders Property Trustee and the Stock Purchase Contract Agent Regular Trustees (with a copy to the Paying Agent) written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is Property Trustee and the Regular Trustees are required to give notice of the Record Date any record date or Payment Date with respect to payment any class of such Contract Payments HITS to the NYSE New York Stock Exchange or other applicable self-self regulatory organization or to Holders of the Common Equity UnitsHolders, but in any event not less than one Business Day prior to such Record Daterecord date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the a rate of 6.375% per year (computed on the basis of a 360-day year of twelve 30-day months)annum, compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Paymentsinterest, if any, accrued thereon, being referred to herein as the "“Deferred Contract Payments"”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.112.7, except as provided under Section 1.9. No Contract Payments may be deferred to a date that is after February 15, 2010 the Stock Purchase Date and no such deferral period may end other than on a Payment Date, except as provided under Section 1.9. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's Trust’s right to receive Contract Payments, if any, and any Deferred Contract Payments, will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as Property Trustee on behalf of the close of business Trust on the Record Date immediately preceding such Payment Date, except as provided under Section 1.9. (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase ContractsContracts and such deferral is continuing on the Stock Purchase Date, each Holder the Property Trustee will receive in respect of such deferred payments on the Stock Purchase Date in lieu of a cash payment, in addition to the sole discretion of the Company, either (i) a number of shares of Common Preferred Stock (in addition to a number of shares of Common Stock per Common Equity Unit equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates issued pursuant to Section 5.042.3, or (ii) Unsecured Subordinated Notes which that will (Ai) have a principal amount equal to the aggregate amount of Deferred Contract PaymentsPayments at the Stock Purchase Date, (Bii) mature on August the later of March 15, 20102015 or five years after commencement of the deferral period, (Ciii) bear interest at an annual rate equal to the then market a rate of interest for similar instruments % per annum (not subject to exceed 10%deferral on the same basis as the Contract Payments), as determined by a nationally recognized investment banking firm selected by the Company, (Div) be subordinate and rank junior in right of payment to all of the Company's existing ’s Senior and future Senior Subordinated Debt on the same basis as the Contract Payments, and (Ev) not be redeemable by at the option of the Company at any time or from time to time prior to their stated maturitymaturity at a redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the date of redemption; provided that the Company shall register such Subordinated Notes under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be so delivered pursuant to an exemption or exception from registration thereunder. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.08. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Company shall have either paid all Deferred Contract Payments have been paidto the Property Trustee in cash or repaid all amounts outstanding on the Subordinated Notes, the Company shall not (Ai) declare or pay any dividends or distributions on, make distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any shares of the Company's Capital its capital stock, including its Preferred Stock; (B) , or make any guarantee payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem the other series of junior subordinated debt securities or any debt securities issued by the Company that rank equally with or junior to the Company's junior subordinated debt securities (except for partial payments of interest with respect to the junior subordinated debt securities); and (C) make any payment under any guarantee that ranks equally with or junior to the Company's guarantee related to the Trust Preferred Securities foregoing, other than, in each case: (iA) any repurchase, redemption or other acquisition of shares of the Company’s capital stock of the Company in connection with (x) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y) a dividend reinvestment or stockholder purchase plan, or (z) the issuance of capital stock of the Company, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Event of Default, Default or Deferral Period, as the case may be; (iiB) any exchange, redemption or conversion of any class or series of capital stock of the Company’s capital stock, or the capital stock of one of the Company's its subsidiaries, for any other class or series of capital stock of the Company’s capital stock, or of any class or series of the Company's ’s indebtedness for any class or series of its capital stock stock; (C) any purchase of fractional interests of the Company; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of ’s capital stock of the Company pursuant to the acquisition, conversion or exchange provisions of such capital stock or the securities security being converted or exchanged; (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; (v) payments by the Company under the Guarantee related to the applicable Trust Preferred Securities; or (viD) payments in respect of the Company’s guarantee related to the HITS executed for the benefit of the Holders of the HITS; or (ii) make any dividend payment of principal, interest or premium, if any, on, or repay, repurchase or redeem, any debt security of the Company that ranks pari passu in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal all respects with or junior in interest to such stockthe Notes (except for partial payments of interest pursuant to the terms of the Notes); or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company that by its terms ranks pari passu in all respects with or junior in interest to the Company’s guarantee related to the HITS.

Deferral of Contract Payments. (a) The Company shall have the rightright (which will be exercised if so directed by the Federal Reserve), at any time prior to February 15, 2010the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders Property Trustee and the Stock Purchase Contract Agent Administrative Trustees (with a copy to the Paying Agent) written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is Property Trustee and the Administrative Trustees are required to give notice of the Record Date any record date or Payment Date with respect to payment any class of such Contract Payments ITS to the NYSE New York Stock Exchange or other applicable self-self regulatory organization or to Holders of the Common Equity UnitsHolders, but in any event not less than one Business Day prior to such Record Daterecord date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the rate of 6.375% per year originally applicable to the Notes (computed calculated on the same basis of a 360-day year of twelve 30-day monthsas originally applicable to the Notes), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the "“Deferred Contract Payments"”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.112.7, except as provided under Section 1.9. No Contract Payments may be deferred to a date that is after February 15, 2010 the Stock Purchase Date and no such deferral period may end other than on a Payment Date, except as provided under Section 1.9. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's Trust’s right to receive Contract Payments, if any, and any Deferred Contract Payments, will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as Property Trustee on behalf of the close of business Trust on the Record Date immediately preceding such Payment Date, except as provided under Section 1.9. (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase ContractsContracts and such deferral is continuing on the Stock Purchase Date, each Holder the Property Trustee will receive in respect of such deferred payments on the Stock Purchase Date in lieu of a cash payment, in addition to the sole discretion of the Company, either (i) a number of shares of Common Preferred Stock (in addition or fractional interests therein) to a number of shares of Common Stock per Common Equity Unit equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates issued pursuant to Section 5.042.3, or (ii) Unsecured Subordinated Notes which that will (Ai) have a principal amount equal to the aggregate amount of Deferred Contract PaymentsPayments at the Stock Purchase Date, (Bii) mature on August April 15, 20102014, (Ciii) bear interest at an annual the rate per annum equal to the then market originally applicable rate of interest for similar instruments on the Notes (not subject to exceed 10%deferral on the same basis as the Contract Payments; provided that the reference in clause (i)(2) of Section 2.7(d) to the beginning of the deferral period shall be deemed to refer to the beginning of the deferral period with respect to the Contract Payments), as determined by a nationally recognized investment banking firm selected by the Company, (Div) be subordinate and rank junior in right of payment to all of the Company's existing ’s Senior and future Senior Subordinated Debt on the same basis as the Contract Payments, and (Ev) not be redeemable by at the option of the Company at any time or from time to time prior to their stated maturitymaturity at a redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the date of redemption; provided that the Company shall register such Subordinated Notes under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be so delivered pursuant to an exemption or exception from registration thereunder. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.08. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Company shall have either paid all Deferred Contract Payments have been paidto the Property Trustee in cash or repaid all amounts outstanding on the Subordinated Notes, the Company shall not (Ai) declare or pay any dividends or distributions on, make distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any shares of the Company's Capital its capital stock, including Preferred Stock; (Bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem the other series of junior subordinated debt securities or any debt securities issued by security of the Company that rank equally ranks pari passu in all respects with or junior in interest to the Company's junior subordinated debt securities Notes (except for partial payments of interest pursuant to the terms of the Notes) or (iii) make any guarantee payments with respect to the junior subordinated debt securities); and (C) make any payment under any guarantee by the Company of the debt securities of any subsidiary of the Company that by its terms ranks equally pari passu in all respects with or junior in interest to the Company's ’s guarantee related to the Trust Preferred Securities ITS other than, in each case: (i) any repurchase, redemption or other acquisition of shares of the Company’s capital stock of the Company in connection with (x1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y2) the satisfaction of the Company’s obligations pursuant to any contract entered into in the ordinary course prior to the beginning of any deferral period, (3) a dividend reinvestment or stockholder purchase plan, or (z4) the issuance of capital stock of the Company’s capital stock, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Event event of Defaultdefault, Default default or Deferral Periodextension period, as the case may be; (ii) any exchange, redemption or conversion of any class or series of capital stock of the Company’s capital stock, or the capital stock of one of the Company's its subsidiaries, for any other class or series of capital stock of the Company’s capital stock, or of any class or series of the Company's ’s indebtedness for any class or series of its capital stock of the Companystock; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of the Company’s capital stock of the Company pursuant to the conversion or exchange provisions of such capital stock or the securities security being converted or exchanged; (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; (v) payments by in respect of the Company under the Guarantee Company’s guarantee related to the applicable Trust Preferred SecuritiesITS executed for the benefit of the Holders of the ITS; or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal equally with or junior to such stock.

Deferral of Contract Payments. (a) The Company shall have the rightright (which will be exercised if so directed by the Federal Reserve), at any time prior to February 15, 2010the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and Property Trustee (with a copy to the Stock Purchase Contract Agent Paying Agent) written notice of its election with respect to defer each such deferred deferral of a Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is Property Trustee and the Administrative Trustees are required to give notice of the Record Date any record date or Payment Date with respect to payment any series of such Contract Payments APEX to the NYSE New York Stock Exchange, any other national securities exchange, automated interdealer quotation system or other applicable self-self regulatory organization or to Holders of the Common Equity UnitsHolders, but in any event not less than one Business Day prior to such Record Daterecord date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the rate of 6.375% per year originally applicable to the Notes (computed calculated on the same basis of a 360-day year of twelve 30-day monthsas originally applicable to the Notes), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the "“Deferred Contract Payments"”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.112.7, except as provided under Section 1.9. No Contract Payments may be deferred to a date that is after February 15, 2010 the Stock Purchase Date and no such deferral period may end other than on a Payment Date, except as provided under Section 1.9. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination EventEvent or the redemption of all the Notes by the Company prior to the Stock Purchase Date in accordance with the Indenture, the Holder's Issuer Trust’s right to receive any Contract Payments, if any, Payments and any Deferred Contract Payments, Payments will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as Property Trustee on behalf of the close of business Issuer Trust on the Record Date immediately preceding such Payment Date, except as provided under Section 1.9. (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase ContractsContracts and such deferral is continuing on the Stock Purchase Date, each Holder the Property Trustee on behalf of the Issuer Trust will receive in respect of such deferred payments on the Stock Purchase Date in lieu of a cash payment, in addition to the sole discretion of the Company, either (i) a number of shares of Common Preferred Stock (in addition to a number of shares of Common Stock per Common Equity Unit equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates issued pursuant to Section 5.042.3, or (ii) Unsecured Additional Subordinated Notes which that will (Ai) have a principal amount equal to the aggregate amount of Deferred Contract PaymentsPayments at the Stock Purchase Date, (Bii) mature on August 15the later of December 10, 20102016 and five years after the first Payment Date on which any of such Deferred Contract Payments was payable, (Ciii) bear interest at an annual the rate per annum equal to the then market originally applicable rate of interest for similar instruments on the Notes (not subject to exceed 10%deferral on the same basis as the Notes; provided that the reference in clause (i)(2) of Section 2.7(d) to the beginning of the deferral period shall be deemed to refer to the beginning of the deferral period with respect to the Notes), as determined by a nationally recognized investment banking firm selected by the Company, (Div) be subordinate and rank junior in right of payment to all of the Company's existing ’s Senior and future Senior Subordinated Debt on the same basis as the Contract Payments, Payments and (Ev) not be redeemable by at the option of the Company at any time or from time to time prior to their stated maturitymaturity at a redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the date of redemption; provided that the Company shall register such Additional Subordinated Notes under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be so delivered pursuant to an exemption or exception from registration thereunder. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.08. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Company shall have either paid all Deferred Contract Payments have been paidto the Property Trustee in cash or repaid all amounts outstanding on the Additional Subordinated Notes, the Company shall not (Ai) declare or pay any dividends or distributions on, make distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any shares of the Company's Capital its capital stock, including Preferred Stock; (Bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem the other series of junior subordinated debt securities any Parity Securities or any debt securities issued by of the Company that rank equally with or junior to the Company's junior subordinated debt securities Notes; or (except for partial iii) make any guarantee payments of interest with respect to the junior subordinated debt securities); and (C) make any payment under any guarantee by the Company of the debt securities of any subsidiary of the Company that by its terms ranks equally with or junior in interest to the Company's ’s guarantee related to the Trust Preferred Securities APEX other than, in each case: (i) any repurchase, redemption dividends or other acquisition of distributions in shares of capital stock of the Company in connection with (x) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y) a dividend reinvestment or stockholder purchase plan, or (z) the issuance of capital stock of the Company, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Event of Default, Default or Deferral Period, as the case may beCommon Stock; (ii) any exchange, redemption or conversion of any class or series of capital stock of the Company, or the capital stock of one of the Company's subsidiaries, for any other class or series of capital stock of the Company, or of any class or series of the Company's indebtedness for any class or series of capital stock of the Company; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of capital stock of the Company pursuant to the conversion or exchange provisions of such capital stock or the securities being converted or exchanged; (iv) any declaration of a dividend in connection with any the implementation of a rights plan, plan or the issuance of rights, stock or other property under any rights plan, such plan or the redemption or repurchase of any such rights pursuant thereto; (viii) payments by the Company under the Guarantee Company’s guarantee related to the applicable Trust Preferred APEX; (iv) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefit plans for its directors, officers or employees; (v) any payment of current or deferred interest on Parity Securities (including the Additional Subordinated Notes and the Notes) that is made pro rata to the amounts due on such Parity Securities Securities (including the Additional Subordinated Notes and the Notes) and the amount of the Deferred Contract Payments, and any payments of principal of or deferred interest on Parity Securities that, if not made, would cause the Company to breach the terms of the instrument governing such Parity Securities; or (vi) payments of interest on Parity Securities (including the Additional Subordinated Notes and the Notes) in additional Parity Securities and any dividend repurchase of Parity Securities (including the Notes) in exchange for preferred stock (including the form of stockPreferred Stock), warrants, options in each case in connection with a Failed Remarketing or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal with or junior to such stocksimilar event).

Deferral of Contract Payments. (a) The Company shall have the rightright (which will be exercised if so directed by the Federal Reserve), at any time prior to February 15, 2010the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders Property Trustee and the Stock Purchase Contract Agent Regular Trustees (with a copy to the Paying Agent) written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is Property Trustee and the Regular Trustees are required to give notice of the Record Date any record date or Payment Date with respect to payment any class of such Contract Payments HITS to the NYSE New York Stock Exchange or other applicable self-self regulatory organization or to Holders of the Common Equity UnitsHolders, but in any event not less than one Business Day prior to such Record Daterecord date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the a rate of 6.3755.48% per year (computed on the basis of a 360-day year of twelve 30-day months)annum, compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Paymentsinterest, if any, accrued thereon, being referred to herein as the "“Deferred Contract Payments"”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.112.7, except as provided under Section 1.9. No Contract Payments may be deferred to a date that is after February 15, 2010 the Stock Purchase Date and no such deferral period may end other than on a Payment Date, except as provided under Section 1.9. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's Trust’s right to receive Contract Payments, if any, and any Deferred Contract Payments, will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as Property Trustee on behalf of the close of business Trust on the Record Date immediately preceding such Payment Date, except as provided under Section 1.9. (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase ContractsContracts and such deferral is continuing on the Stock Purchase Date, each Holder the Property Trustee will receive in respect of such deferred payments on the Stock Purchase Date in lieu of a cash payment, in addition to the sole discretion of the Company, either (i) a number of shares of Common Preferred Stock (in addition to a number of shares of Common Stock per Common Equity Unit equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates issued pursuant to Section 5.042.3, or (ii) Unsecured Subordinated Notes which that will (Ai) have a principal amount equal to the aggregate amount of Deferred Contract PaymentsPayments at the Stock Purchase Date, (Bii) mature on August the later of March 15, 20102015 or five years after commencement of the deferral period, (Ciii) bear interest at an annual rate equal to the then market a rate of interest for similar instruments 5.48% per annum (not subject to exceed 10%deferral on the same basis as the Contract Payments), as determined by a nationally recognized investment banking firm selected by the Company, (Div) be subordinate and rank junior in right of payment to all of the Company's existing and future ’s Senior Debt Obligations on the same basis as the Contract Payments, and (Ev) not be redeemable by at the option of the Company at any time or from time to time prior to their stated maturitymaturity at a redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the date of redemption; provided that the Company shall register such Subordinated Notes under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be so delivered pursuant to an exemption or exception from registration thereunder. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.08. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Company shall have either paid all Deferred Contract Payments have been paidto the Property Trustee in cash or repaid all amounts outstanding on the Subordinated Notes, the Company shall not (Ai) declare or pay dividends any dividend on, make any distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any of its capital stock or make any guarantee payment with respect thereto, other than: (A) purchases or acquisitions of shares of its common stock in connection with the Company's Capital Stock; satisfaction by the Company of its obligations under any employee benefit plans; (B) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock; (C) the purchase of fractional interests in shares of its capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (D) payment by the Company under any guarantee agreement executed for the benefit of the holders of the HITS; or (ii) make any payment of interest, principal of, or interest or premium, if any, on or repay, repurchase or redeem the other series of junior subordinated debt securities or any debt securities (including guarantees) issued by the Company that which rank equally pari passu with or junior to the Company's junior subordinated debt securities Notes; or (except for partial payments of interest with respect to the junior subordinated debt securities); and (Ciii) make any payment under any guarantee that ranks equally with or junior to the Company's guarantee related to the Trust Preferred Securities other than, in each case: (i) any repurchase, redemption or other acquisition of shares of capital stock of the Company in connection with (x) any employment contract, benefit plan or other similar arrangement with or agreement executed for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y) a dividend reinvestment or stockholder purchase plan, or (z) the issuance of capital stock holders of the Company, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Event of Default, Default or Deferral Period, as the case may be; (ii) any exchange, redemption or conversion of any class or series of capital stock of the Company, or the capital stock of one of the Company's subsidiaries, for any other class or series of capital stock of the Company, or of any class or series of the Company's indebtedness for any class or series of capital stock of the Company; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of capital stock of the Company pursuant to the conversion or exchange provisions of such capital stock or the securities being converted or exchanged; (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; (v) payments by the Company under the Guarantee related to the applicable Trust Preferred Securities; or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal with or junior to such stockHITS.

Deferral of Contract Payments. (a) The Company shall have the rightright (which will be exercised if so directed by the Federal Reserve), at any time prior to February 15, 2010the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders Property Trustee and the Stock Purchase Contract Agent Regular Trustees (with a copy to the Paying Agent) written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is Property Trustee and the Regular Trustees are required to give notice of the Record Date any record date or Payment Date with respect to payment any class of such Contract Payments HITS to the NYSE New York Stock Exchange or other applicable self-self regulatory organization or to Holders of the Common Equity UnitsHolders, but in any event not less than one Business Day prior to such Record Daterecord date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the a floating rate of 6.375% per year (computed on the basis of a 360annum equal to Three-day year of twelve 30-day months)Month LIBOR plus 0.25%, compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Paymentsinterest, if any, accrued thereon, being referred to herein as the "“Deferred Contract Payments"”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.112.7, except as provided under Section 1.9. No Contract Payments may be deferred to a date that is after February 15, 2010 the Stock Purchase Date and no such deferral period may end other than on a Payment Date, except as provided under Section 1.9. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's Trust’s right to receive Contract Payments, if any, and any Deferred Contract Payments, will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as Property Trustee on behalf of the close of business Trust on the Record Date immediately preceding such Payment Date, except as provided under Section 1.9. (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase ContractsContracts and such deferral is continuing on the Stock Purchase Date, each Holder the Property Trustee will receive in respect of such deferred payments on the Stock Purchase Date in lieu of a cash payment, in addition to the sole discretion of the Company, either (i) a number of shares of Common Preferred Stock (in addition to a number of shares of Common Stock per Common Equity Unit equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates issued pursuant to Section 5.042.3, or (ii) Unsecured Subordinated Notes which that will (Ai) have a principal amount equal to the aggregate amount of Deferred Contract PaymentsPayments at the Stock Purchase Date, (Bii) mature on August the later of March 15, 20102015 or five years after commencement of the deferral period, (Ciii) bear interest at an annual a floating rate per annum equal to Three-Month LIBOR plus 0.25% (subject to deferral on the then market rate of interest for similar instruments (not to exceed 10%same basis as the Contract Payments), as determined by a nationally recognized investment banking firm selected by the Company, (Div) be subordinate and rank junior in right of payment to all of the Company's existing and future ’s Senior Debt Obligations on the same basis as the Contract Payments, and (Ev) not be redeemable by at the option of the Company at any time or from time to time prior to their stated maturitymaturity at a redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the date of redemption; provided that the Company shall register such Subordinated Notes under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be so delivered pursuant to an exemption or exception from registration thereunder. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.08. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Company shall have either paid all Deferred Contract Payments have been paidto the Property Trustee in cash or repaid all amounts outstanding on the Subordinated Notes, the Company shall not (Ai) declare or pay dividends any dividend on, make any distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any of its capital stock or make any guarantee payment with respect thereto, other than: (A) purchases or acquisitions of shares of its common stock in connection with the Company's Capital Stock; satisfaction by the Company of its obligations under any employee benefit plans; (B) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock; (C) the purchase of fractional interests in shares of its capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (D) payment by the Company under any guarantee agreement executed for the benefit of the holders of the HITS; or (ii) make any payment of interest, principal of, or interest or premium, if any, on or repay, repurchase or redeem the other series of junior subordinated debt securities or any debt securities (including guarantees) issued by the Company that which rank equally pari passu with or junior to the Company's junior subordinated debt securities Notes; or (except for partial payments of interest with respect to the junior subordinated debt securities); and (Ciii) make any payment under any guarantee that ranks equally with or junior to the Company's guarantee related to the Trust Preferred Securities other than, in each case: (i) any repurchase, redemption or other acquisition of shares of capital stock of the Company in connection with (x) any employment contract, benefit plan or other similar arrangement with or agreement executed for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y) a dividend reinvestment or stockholder purchase plan, or (z) the issuance of capital stock holders of the Company, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Event of Default, Default or Deferral Period, as the case may be; (ii) any exchange, redemption or conversion of any class or series of capital stock of the Company, or the capital stock of one of the Company's subsidiaries, for any other class or series of capital stock of the Company, or of any class or series of the Company's indebtedness for any class or series of capital stock of the Company; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of capital stock of the Company pursuant to the conversion or exchange provisions of such capital stock or the securities being converted or exchanged; (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; (v) payments by the Company under the Guarantee related to the applicable Trust Preferred Securities; or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal with or junior to such stockHITS.

Deferral of Contract Payments. (a) The Company shall have the rightright (which will be exercised if so directed by the Federal Reserve), at any time prior to February 15, 2010the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders Property Trustee and the Stock Purchase Contract Agent Regular Trustees (with a copy to the Paying Agent) written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is Property Trustee and the Regular Trustees are required to give notice of the Record Date any record date or Payment Date with respect to payment any class of such Contract Payments HITS to the NYSE New York Stock Exchange or other applicable self-self regulatory organization or to Holders of the Common Equity UnitsHolders, but in any event not less than one Business Day prior to such Record Daterecord date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the a floating rate of 6.375% per year (computed on the basis of a 360annum equal to Three-day year of twelve 30-day months)Month LIBOR plus %, compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Paymentsinterest, if any, accrued thereon, being referred to herein as the "“Deferred Contract Payments"”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.112.7, except as provided under Section 1.9. No Contract Payments may be deferred to a date that is after February 15, 2010 the Stock Purchase Date and no such deferral period may end other than on a Payment Date, except as provided under Section 1.9. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's Trust’s right to receive Contract Payments, if any, and any Deferred Contract Payments, will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as Property Trustee on behalf of the close of business Trust on the Record Date immediately preceding such Payment Date, except as provided under Section 1.9. (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase ContractsContracts and such deferral is continuing on the Stock Purchase Date, each Holder the Property Trustee will receive in respect of such deferred payments on the Stock Purchase Date in lieu of a cash payment, in addition to the sole discretion of the Company, either (i) a number of shares of Common Preferred Stock (in addition to a number of shares of Common Stock per Common Equity Unit equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates issued pursuant to Section 5.042.3, or (ii) Unsecured Subordinated Notes which that will (Ai) have a principal amount equal to the aggregate amount of Deferred Contract PaymentsPayments at the Stock Purchase Date, (Bii) mature on August the later of March 15, 20102015 or five years after commencement of the deferral period, (Ciii) bear interest at an annual a floating rate per annum equal to Three-Month LIBOR plus % (subject to deferral on the then market rate of interest for similar instruments (not to exceed 10%same basis as the Contract Payments), as determined by a nationally recognized investment banking firm selected by the Company, (Div) be subordinate and rank junior in right of payment to all of the Company's existing ’s Senior and future Senior Subordinated Debt on the same basis as the Contract Payments, and (Ev) not be redeemable by at the option of the Company at any time or from time to time prior to their stated maturitymaturity at a redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the date of redemption; provided that the Company shall register such Subordinated Notes under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be so delivered pursuant to an exemption or exception from registration thereunder. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.08. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Company shall have either paid all Deferred Contract Payments have been paidto the Property Trustee in cash or repaid all amounts outstanding on the Subordinated Notes, the Company shall not (Ai) declare or pay any dividends or distributions on, make distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any shares of the Company's Capital its capital stock, including its Preferred Stock; (B) , or make any guarantee payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem the other series of junior subordinated debt securities or any debt securities issued by the Company that rank equally with or junior to the Company's junior subordinated debt securities (except for partial payments of interest with respect to the junior subordinated debt securities); and (C) make any payment under any guarantee that ranks equally with or junior to the Company's guarantee related to the Trust Preferred Securities foregoing, other than, in each case: (iA) any repurchase, redemption or other acquisition of shares of the Company’s capital stock of the Company in connection with (x) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y) a dividend reinvestment or stockholder purchase plan, or (z) the issuance of capital stock of the Company, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Event of Default, Default or Deferral Period, as the case may be; (iiB) any exchange, redemption or conversion of any class or series of capital stock of the Company’s capital stock, or the capital stock of one of the Company's its subsidiaries, for any other class or series of capital stock of the Company’s capital stock, or of any class or series of the Company's ’s indebtedness for any class or series of its capital stock stock; (C) any purchase of fractional interests of the Company; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of ’s capital stock of the Company pursuant to the acquisition, conversion or exchange provisions of such capital stock or the securities security being converted or exchanged; (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; (v) payments by the Company under the Guarantee related to the applicable Trust Preferred Securities; or (viD) payments in respect of the Company’s guarantee related to the HITS executed for the benefit of the Holders of the HITS; or (ii) make any dividend payment of principal, interest or premium, if any, on, or repay, repurchase or redeem, any debt security of the Company that ranks pari passu in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal all respects with or junior in interest to such stockthe Notes (except for partial payments of interest pursuant to the terms of the Notes); or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company that by its terms ranks pari passu in all respects with or junior in interest to the Company’s guarantee related to the HITS.

Deferral of Contract Payments. (a) The Company shall have the rightright or, at the direction of the Federal Reserve Board, shall be obligated, at any time prior to February 15the Fixed-Share Stock Purchase Date or the Variable-Share Stock Purchase Date, 2010as applicable, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Stock Purchase Contract Agent written notice of its election intention to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of of (i) the next succeeding Payment Date or or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Common Equity UnitsSecurities, but in any event not less than one Business Day prior to such Record Date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest additional Contract Payments thereon at the rate of 6.3756.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being are referred to herein as the "Deferred Contract Payments"). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.115.3. No Contract Payments may be deferred to a date that is after February 15the Fixed-Share Stock Purchase Date, 2010 in the case of Contract Payments payable on the Fixed-Share Purchase Contracts, or the Variable-Share Stock Purchase Date, in the case of Contract Payments payable on the Variable-Share Repurchase Contracts, and no such deferral period may end other than on a Payment Date. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Payments, if any, and any Deferred Contract Payments, Payments will terminate. (b) In the event that the Company elects to defer defers the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Fixed-Share Stock Purchase Date or the Variable-Share Stock Purchase Date, as applicable, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer defers the payment of Contract Payments on until the Fixed-Share Stock Purchase ContractsDate or the Variable-Share Stock Purchase Date, as applicable, each Holder will receive in respect of such deferred payments on the Fixed-Share Stock Purchase Date in lieu of a cash paymentor the Variable-Share Purchase Date, as applicable, an amount equal to the Deferred Contract Payments, payable, at the Company's election, in shares of Common Stock or Notes. If the sole discretion Company elects to pay the Deferred Contract Payments in shares of the CompanyCommon Stock, either (i) each Holder will receive a number of shares of Common Stock (in addition to a number of shares of Common Stock per Common Equity Unit equal to the Fixed-Share Settlement Rate, if applicable) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock Applicable Market Value on the Trading Day immediately preceding the Initial Fixed-Share Stock Purchase Date or the Variable-Share Stock Purchase Date, as applicable, and (y) $14.45, and 13.20 (2) as adjusted in a manner consistent with Section 5.6). If the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price Company elects to issue Notes in payment of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45Deferred Contract Payments, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates pursuant to Section 5.04, or (ii) Unsecured such Notes which will (A) shall have a principal amount equal to the aggregate amount of Deferred Contract Payments, (B) mature on August 15, 2010, (C) bear interest at an annual rate equal to the then market rate of interest for similar instruments (not to exceed 10%), as determined by a nationally recognized investment banking firm selected by the Company, (D) be subordinate and rank junior in right of payment to all of the Company's existing and future Senior Debt on the same basis as the Contract Payments, and (E) not be redeemable by the Company prior to their stated maturity. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Fixed-Share Stock Purchase Date or the Variable-Share Stock Purchase Date, as applicable. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.085.12. (e) In the event the Company exercises its option to defer defers the payment of Contract Payments thenPayments, then until the earlier of (x) the Termination Date or (y) the date on which the Deferred Contract Payments have been paid, the Company shall not (A) declare or pay any dividends or distributions on, make distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any of the Company's Capital Stock; (B) make any payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem the other series of junior subordinated debt securities or any debt securities issued by the Company that rank equally with or junior to the Company's junior subordinated debt securities (except for partial payments of interest with respect to the junior subordinated debt securities); and (C) make any payment under any guarantee that ranks equally with or junior to the Company's guarantee related to the Trust Preferred Securities Stock other than, in each case: (i) any repurchaserepurchases, redemption redemptions or other acquisition acquisitions of shares of capital stock of the Company Company's Capital Stock in connection with (x) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directorsdirectors or consultants, consultants or independent contractors, (y) in connection with a dividend reinvestment or stockholder stock purchase plan, plan or (z) in connection with the issuance of capital stock of the Company's Capital Stock, or securities convertible into or exercisable for such capital stockCapital Stock, as consideration in an acquisition transaction entered into prior to the applicable Event deferral of Default, Default or Deferral Period, as the case may beContract Payments; (ii) any exchange, redemption as a result of an exchange or conversion of any class or series of capital stock of the Company, or the capital stock of one 's Capital Stock for any Capital Stock of the Company's subsidiaries, or for any other class or series of capital stock of the Company's Capital Stock, or of any class or series of the Company's indebtedness for any class or series of capital stock of the Company's Capital Stock; (iii) any the purchase of, or payment of cash in lieu of, fractional interests in shares of capital stock of the Company Company's Capital Stock pursuant to the conversion or exchange provisions of such capital stock Capital Stock or the securities security being converted or exchanged; (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; (v) payments by the Company under the Guarantee related to the applicable Trust Preferred Securities; or (viv) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal equally with or junior to such stock.

Deferral of Contract Payments. (a) The Company shall have the rightright (which will be exercised if so directed by the Federal Reserve), at any time prior to February 15, 2010the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders Property Trustee and the Stock Purchase Contract Agent administrative trustees (with a copy to the Paying Agent) written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is Property Trustee and the administrative trustees are required to give notice of the Record Date any record date or Payment Date with respect to payment any class of such Contract Payments WITS to the NYSE New York Stock Exchange or other applicable self-self regulatory organization or to Holders of the Common Equity UnitsHolders, but in any event not less than one Business Day prior to such Record Daterecord date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the rate of 6.375% per year originally applicable to the Notes (computed calculated on the same basis of a 360-day year of twelve 30-day monthsas originally applicable to the Notes), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the "“Deferred Contract Payments"”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.112.7. No Contract Payments may be deferred to a date that is after February 15, 2010 the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's Trust’s right to receive Contract Payments, if any, and any Deferred Contract Payments, will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as Property Trustee on behalf of the close of business Trust on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase ContractsContracts and such deferral is continuing on the Stock Purchase Date, each Holder the Property Trustee will receive in respect of such deferred payments on the Stock Purchase Date in lieu of a cash payment, in addition to the sole discretion of the Company, either (i) a number of shares of Common Preferred Stock (in addition to a number of shares of Common Stock per Common Equity Unit equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates issued pursuant to Section 5.042.3, or (ii) Unsecured Subordinated Notes which that will (Ai) have a principal amount equal to the aggregate amount of Deferred Contract PaymentsPayments at the Stock Purchase Date, (Bii) mature on August 15Mxxxx 00, 20100000, (Cxxx) bear interest at an annual the rate per annum equal to the then market originally applicable rate of interest for similar instruments on the Notes (not subject to exceed 10%deferral on the same basis as the Contract Payments; provided that the reference in clause (i)(2) of Section 2.7(d) to the beginning of the deferral period shall be deemed to refer to the beginning of the deferral period with respect to the Contract Payments), as determined by a nationally recognized investment banking firm selected by the Company, (Div) be subordinate and rank junior in right of payment to all of the Company's existing and future ’s Senior Debt on the same basis as the Contract Payments, and (Ev) not be redeemable by at the option of the Company at any time or from time to time prior to their stated maturitymaturity at a redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the date of redemption; provided that the Company shall register such Subordinated Notes under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be so delivered pursuant to an exemption from registration thereunder. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.08. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Company shall have either paid all Deferred Contract Payments have been paidto the Property Trustee in cash or repaid all amounts outstanding on the Subordinated Notes, the Company shall not (Ai) declare or pay any dividends or distributions on, make distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any shares of the Company's Capital Stockits capital stock; (Bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem the other series of junior subordinated debt securities or any debt securities issued by security of the Company that rank equally ranks pari passu in all respects with or junior in interest to the Company's junior subordinated debt securities Notes (except for partial payments of interest with respect to the junior subordinated debt securities); and Notes) or (Ciii) make any payment under guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company that by its terms ranks equally pari passu in all respects with or junior in interest to the Company's ’s guarantee related to the Trust Preferred Securities WITS other than, in each case: (i) any repurchase, redemption or other acquisition of shares of the Company’s capital stock of the Company in connection with (x1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y2) the satisfaction of the Company’s obligations pursuant to any contract entered into in the ordinary course prior to the beginning of the deferral period, (3) a dividend reinvestment or stockholder purchase plan, or (z4) the issuance of capital stock of the Company’s capital stock, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Event event of Defaultdefault, Default default or Deferral Periodextension period, as the case may be; (ii) any exchange, redemption or conversion of any class or series of capital stock of the Company’s capital stock, or the capital stock of one of the Company's its subsidiaries, for any other class or series of capital stock of the Company’s capital stock, or of any class or series of the Company's ’s indebtedness for any class or series of its capital stock of the Companystock; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of the Company’s capital stock of the Company pursuant to the conversion or exchange provisions of such capital stock or the securities security being converted or exchanged; (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; (v) payments by in respect of the Company under the Guarantee Company’s guarantee related to the applicable Trust Preferred SecuritiesWITS executed for the benefit of the Holders of the WITS; or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal equally with or junior to such stock.

Deferral of Contract Payments. (a) The Company shall have the rightright (which will be exercised if so directed by the Federal Reserve), at any time prior to February 15, 2010the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and Property Trustee (with a copy to the Stock Purchase Contract Agent Paying Agent) written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is Property Trustee and the Administrative Trustees are required to give notice of the Record Date any record date or Payment Date with respect to payment any series of such Contract Payments PCS to the NYSE New York Stock Exchange, any other national securities exchange, automated interdealer quotation system or other applicable self-self regulatory organization or to Holders of the Common Equity UnitsHolders, but in any event not less than one Business Day prior to such Record Daterecord date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the rate of 6.375% per year originally applicable to the Notes (computed calculated on the same basis of a 360-day year of twelve 30-day monthsas originally applicable to the Notes), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the "“Deferred Contract Payments"”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.112.7, except as provided under Section 1.9. No Contract Payments may be deferred to a date that is after February 15, 2010 the Stock Purchase Date and no such deferral period may end other than on a Payment Date, except as provided under Section 1.9. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination EventEvent or the redemption of all the Notes by the Company prior to the Stock Purchase Date in accordance with the Indenture, the Holder's Issuer Trust’s right to receive any Contract Payments, if any, Payments and any Deferred Contract Payments, Payments will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as Property Trustee on behalf of the close of business Issuer Trust on the Record Date immediately preceding such Payment Date., except as provided under Section 1.9. STOCK PURCHASE CONTRACT AGREEMENT (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase ContractsContracts and such deferral is continuing on the Stock Purchase Date, each Holder the Property Trustee on behalf of the Issuer Trust will receive in respect of such deferred payments on the Stock Purchase Date in lieu of a cash payment, in addition to the sole discretion of the Company, either (i) a number of shares of Common Preferred Stock (in addition to a number of shares of Common Stock per Common Equity Unit equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates issued pursuant to Section 5.042.3, or (ii) Unsecured Additional Subordinated Notes which that will (Ai) have a principal amount equal to the aggregate amount of Deferred Contract PaymentsPayments at the Stock Purchase Date, (Bii) mature on August 15the later of June 20, 20102016 and five years after the first Payment Date on which any of such Deferred Contract Payments was payable, (Ciii) bear interest at an annual the rate per annum equal to the then market originally applicable rate of interest for similar instruments on the Notes (not subject to exceed 10%deferral on the same basis as the Contract Payments; provided that the reference in clause (i)(2) of Section 2.7(d) to the beginning of the deferral period shall be deemed to refer to the beginning of the deferral period with respect to the Contract Payments), as determined by a nationally recognized investment banking firm selected by the Company, (Div) be subordinate and rank junior in right of payment to all of the Company's existing and future ’s Senior Debt on the same basis as the Contract Payments, Payments and (Ev) not be redeemable by at the option of the Company at any time or from time to time prior to their stated maturitymaturity at a redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the date of redemption; provided that the Company shall register such Additional Subordinated Notes under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be so delivered pursuant to an exemption or exception from registration thereunder. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.08. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Company shall have either paid all Deferred Contract Payments have been paidto the Property Trustee in cash or repaid all amounts outstanding on the Additional Subordinated Notes, the Company shall not (Ai) declare or pay any dividends or distributions on, make distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any shares of the Company's Capital its capital stock, including Preferred Stock; (Bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security of the other series of junior subordinated debt securities Company that ranks or make any payments under any guarantee that ranks, upon liquidation, pari passu in all respects with the Notes (“Parity Securities”) or any debt securities issued by of the Company that rank equally with or junior to the Company's junior subordinated debt securities Notes; or (except for partial iii) make any guarantee payments of interest with respect to the junior subordinated debt securities); and (C) make any payment under any guarantee by the Company of the debt securities of any subsidiary of the Company that by its terms ranks equally with or junior in interest to the Company's ’s guarantee related to the Trust Preferred Securities PCS other than, in each case: (i) any repurchase, redemption or other acquisition of shares of the Company’s capital stock of the Company in connection with (x1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y2) the satisfaction of the Company’s obligations pursuant to any contract entered into in the ordinary course prior to the beginning of the deferral period, (3) a dividend reinvestment or stockholder shareholder purchase plan, or (z4) the issuance of capital stock of the Company’s capital stock, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Event beginning of Default, Default or Deferral Period, as the case may bedeferral period; (ii) any exchange, redemption or conversion of any class or series of capital stock of the Company’s capital stock, or the capital stock of one of the Company's its subsidiaries, for any other class or series of capital stock of the Company’s capital stock, or of any class or series of the Company's ’s indebtedness for any class or series of its capital stock of the Companystock; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of the Company’s capital stock of the Company pursuant to the conversion or exchange provisions of such capital stock or the securities security being converted or exchanged;; XXXXX XXXXXXXX CONTRACT AGREEMENT (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; (v) payments by in respect of the Company under the Guarantee Company’s guarantee related to the applicable Trust PCS executed for the benefit of the Holders of the PCS; (vi) payments of interest on Parity Securities (including the Notes) in additional Parity Securities (including any additional junior subordinated notes) and any repurchase of Parity Securities (including the Notes) in exchange for preferred stock (including the Preferred Stock), in each case in connection with a Failed Remarketing or similar event; (vii) any payment of current or deferred interest on Parity Securities that is made pro rata to the amounts due on such Party Securities (including the Notes) and any payments of principal of or deferred interest on Parity Securities that, if not made, would cause the Company to breach the terms of the instrument governing such Parity Securities; or (viviii) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal equally with or junior to such stock.

Deferral of Contract Payments. (a) The Company shall have the rightright (which will be exercised if so directed by the Federal Reserve), at any time prior to February 15, 2010the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and Property Trustee (with a copy to the Stock Purchase Contract Agent Paying Agent) written notice of its election with respect to defer each such deferred deferral of a Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is Property Trustee and the Administrative Trustees are required to give notice of the Record Date any record date or Payment Date with respect to payment any series of such Contract Payments PPS to the NYSE New York Stock Exchange, any other national securities exchange, automated interdealer quotation system or other applicable self-self regulatory organization or to Holders of the Common Equity UnitsHolders, but in any event not less than one Business Day prior to such Record Daterecord date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the rate of 6.375% per year originally applicable to the Notes (computed calculated on the same basis of a 360-day year of twelve 30-day monthsas originally applicable to the Notes), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the "“Deferred Contract Payments"”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.112.7, except as provided under Section 1.9. No Contract Payments may be deferred to a date that is after February 15, 2010 the Stock Purchase Date and no such deferral period may end other than on a Payment Date, except as provided under Section 1.9. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination EventEvent or the redemption of all the Notes by the Company prior to the Stock Purchase Date in accordance with the Indenture, the Holder's Issuer Trust’s right to receive any Contract Payments, if any, Payments and any Deferred Contract Payments, Payments will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as Property Trustee on behalf of the close of business Issuer Trust on the Record Date immediately preceding such Payment Date., except as provided under Section 1.9. STOCK PURCHASE CONTRACT AGREEMENT (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase ContractsContracts and such deferral is continuing on the Stock Purchase Date, each Holder the Property Trustee on behalf of the Issuer Trust will receive in respect of such deferred payments on the Stock Purchase Date in lieu of a cash payment, in addition to the sole discretion of the Company, either (i) a number of shares of Common Preferred Stock (in addition to a number of shares of Common Stock per Common Equity Unit equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates issued pursuant to Section 5.042.3, or (ii) Unsecured Additional Subordinated Notes which that will (Ai) have a principal amount equal to the aggregate amount of Deferred Contract PaymentsPayments at the Stock Purchase Date, (Bii) mature on August 15the later of March 26, 20102017 and seven years after the first Payment Date on which any of such Deferred Contract Payments was payable, (Ciii) bear interest at an annual the rate per annum equal to the then market originally applicable rate of interest for similar instruments on the Notes (not subject to exceed 10%), deferral on the same basis as determined by a nationally recognized investment banking firm selected by the CompanyNotes, (Div) be subordinate and rank junior in right of payment to all of the Company's existing and future ’s Senior Debt on the same basis as the Contract Payments, Notes and (Ev) not be redeemable by at the option of the Company at any time or from time to time prior to their stated maturitymaturity at a redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the date of redemption; provided that the Company shall register such Additional Subordinated Notes under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be so delivered pursuant to an exemption or exception from registration thereunder. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.08. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Company shall have either paid all Deferred Contract Payments have been paidto the Property Trustee in cash or repaid all amounts outstanding on the Additional Subordinated Notes, the Company shall not (Ai) declare or pay any dividends or distributions on, make distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any shares of the Company's Capital its capital stock, including Preferred Stock; (Bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem the other series of junior subordinated debt securities any Parity Securities or any debt securities issued by of the Company that rank equally with or junior to the Company's junior subordinated debt securities Notes; or (except for partial iii) make any guarantee payments of interest with respect to the junior subordinated debt securities); and (C) make any payment under any guarantee by the Company of the debt securities of any subsidiary of the Company that by its terms ranks equally with or junior in interest to the Company's ’s guarantee related to the Trust Preferred Securities PPS other than, in each case: (i) any repurchase, redemption or other acquisition of shares of capital stock of the Company in connection with (x1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y2) a dividend reinvestment or stockholder purchase plan, or (z3) the issuance of capital stock of the Company, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Event of Default, Default or Deferral Period, as the case may bedeferral period; (ii) any exchange, redemption or conversion of any class or series of the capital stock of the Company, Company or the capital stock of one any of the Company's subsidiaries, its subsidiaries for any other class or series of capital stock of the Company’s capital stock, or of any class or series of the Company's ’s indebtedness for any class or series of capital stock of the Company’s capital stock; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of the Company’s capital stock of the Company pursuant to the conversion or exchange provisions of such capital stock or the securities being converted or exchanged; (iv) any declaration of a dividend in connection with any a stockholder rights plan, or the issuance of rights, stock or other property under any stockholder rights plan, or the redemption or repurchase of rights pursuant thereto; (v) payments any payment by the Company under the Guarantee guarantee related to the applicable Trust Preferred SecuritiesPPS; orSTOCK PURCHASE CONTRACT AGREEMENT (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal equally with or junior to such stock; (vii) any payment of current or deferred interest in respect of Parity Securities that is made pro rata to the amounts due on such Parity Securities (including the Notes) and any payments of principal or deferred interest on Parity Securities that, if not made, would cause the Company to breach the terms of the instrument governing such Parity Securities; or (viii) any payment of interest on Parity Securities (including the Notes) in additional Parity Securities (including any Additional Subordinated Notes) and any repurchase of Parity Securities (including the Notes) in exchange for preferred stock (including the Preferred Stock), in each case in accordance with a Failed Remarketing or similar event.

Deferral of Contract Payments. (a) The Company shall have the rightright (which will be exercised if so directed by the Securities Exchange Commission), at any time prior to February 15, 2010the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders Property Trustee and the Stock Purchase Contract Agent Administrative Trustees (with a copy to the Paying Agent) written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is Property Trustee and the Administrative Trustees are required to give notice of the Record Date any record date or Payment Date with respect to payment any series of such Contract Payments APEX to the NYSE New York Stock Exchange, any other national securities exchange, automated interdealer quotation system or other applicable self-self regulatory organization or to Holders of the Common Equity UnitsHolders, but in any event not less than one Business Day prior to such Record Daterecord date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the rate of 6.375% per year (computed then in effect on the Notes (calculated on the same basis of a 360-day year of twelve 30-day monthsas originally applicable to the Notes), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the "“Deferred Contract Payments"”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.112.7, except as provided under Section 1.9. No Contract Payments may be deferred to a date that is after February 15, 2010 the Stock Purchase Date and no such deferral period may end other than on a Payment Date, except as provided under Section 1.9. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's Trust’s right to receive any Contract Payments, if any, Payments and any Deferred Contract Payments, Payments will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as Property Trustee on behalf of the close of business Trust on the Record Date immediately preceding such Payment Date, except as provided under Section 1.9. (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase ContractsContracts and such deferral is continuing on the Stock Purchase Date, each Holder the Property Trustee on behalf of the Trust will receive in respect of such deferred payments on the Stock Purchase Date in lieu of a cash payment, in addition to the sole discretion of the Company, either (i) a number of shares of Common Preferred Stock (in addition to a number of shares of Common Stock per Common Equity Unit equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates issued pursuant to Section 5.042.3, or (ii) Unsecured Additional Subordinated Notes which that will (Ai) have a principal amount equal to the aggregate amount of Deferred Contract PaymentsPayments at the Stock Purchase Date, (Bii) mature on August 15the later of September 1, 20102017 and five years after the first Payment Date on which any of such Deferred Contract Payments was payable, (Ciii) bear interest at an annual the rate per annum equal to the then market rate of interest for similar instruments then in effect on the Notes (not subject to exceed 10%deferral on the same basis as the Contract Payments; provided that the reference in clause (i)(2) of Section 2.7(d) to the beginning of the deferral period shall be deemed to refer to the beginning of the deferral period with respect to the Contract Payments), as determined by a nationally recognized investment banking firm selected by the Company, (Div) be subordinate and rank junior in right of payment to all of the Company's existing and future ’s Senior Debt on the same basis as the Contract Payments, Payments and (Ev) not be redeemable by at the option of the Company at any time or from time to time prior to their stated maturitymaturity at a redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the date of redemption; provided that the Company shall register such Additional Subordinated Notes under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be so delivered pursuant to an exemption or exception from registration thereunder. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.08. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Company shall have either paid all Deferred Contract Payments have been paidto the Property Trustee in cash or repaid all amounts outstanding on the Additional Subordinated Notes, the Company shall not (Ai) declare or pay any dividends or distributions on, make distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any shares of its capital stock, including Preferred Stock or permit any of its subsidiaries over which it has voting control to purchase or acquire or make any payment or distribution on or with respect to any shares of the Company's Capital Stock’s capital stock; (Bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem the other series of junior subordinated debt securities or any debt securities issued by security of the Company that rank equally ranks pari passu in all respects with or junior in interest to the Company's junior subordinated debt securities Notes (except for partial payments of interest pursuant to the terms of the Notes); (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company that by its terms ranks pari passu in all respects with or junior subordinated debt securities)in interest to the Company’s guarantee related to the APEX; and or (Civ) permit any of its subsidiaries over which it has voting control to purchase or acquire or make any payment under or distribution on or with respect to any of the Company’s debt securities or any guarantee that ranks equally ranks, upon the Company’s liquidation, parri passu with or junior to the Company's guarantee related to the Trust Preferred Securities Notes, other than, in each case: (i) any repurchase, redemption or other acquisition of shares of the Company’s capital stock of the Company in connection with (x1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y2) the satisfaction of the Company’s obligations pursuant to any contract entered into in the ordinary course prior to the beginning of the deferral period, (3) a dividend reinvestment or stockholder shareholder purchase plan, or (z4) the issuance of capital stock of the Company’s capital stock, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Event beginning of Default, Default or Deferral Period, as the case may bedeferral period; (ii) any exchange, redemption or conversion of any class or series of capital stock of the Company’s capital stock, or the capital stock of one of the Company's its subsidiaries, for any other class or series of capital stock of the Company’s capital stock, or of any class or series of the Company's ’s indebtedness for any class or series of its capital stock of the Companystock; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of the Company’s capital stock of the Company pursuant to the conversion or exchange provisions of such capital stock or the securities security being converted or exchanged; (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; (v) payments by in respect of the Company under the Guarantee Company’s guarantee related to the applicable Trust Preferred Securities; orAPEX executed for the benefit of the Holders of the APEX; (vi) payments of interest on the Notes in Additional Subordinated Notes and any repurchase of Notes in exchange for Preferred Stock, in each case in connection with a Failed Remarketing (as defined in the Supplemental Indenture); (vii) any payment of current or deferred interest on securities ranking parri passu with the Notes that is made pro rata to the amounts due on such securities (including the Notes) and any payments of principal of or deferred interest on such securities that, if not made, would cause the Company to be in breach of the instrument governing such securities; (viii) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal equally with or junior to such stock; or (ix) any purchase or other acquisition of shares of the Company’s capital stock or debt securities (and any related guarantees) or payment with respect to shares of the Company’s capital stock or debt securities (and any related guarantees) if made in connection with (a) the initial distribution of shares of the Company’s capital stock or debt securities (and any related guarantees) or (b) market-making or other secondary market activities.

Deferral of Contract Payments. (a) The Company shall have the rightright (which will be exercised if so directed by the Federal Reserve), at any time prior to February 15, 2010the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders Property Trustee and the Stock Purchase Contract Agent Administrative Trustees (with a copy to the Paying Agent) written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is Property Trustee and the Administrative Trustees are required to give notice of the Record Date any record date or Payment Date with respect to payment any class of such Contract Payments PPS to the NYSE New York Stock Exchange, any other national securities exchange, automated interdealer quotation system or other applicable self-self regulatory organization or to Holders of the Common Equity UnitsHolders, but in any event not less than one Business Day prior to such Record Daterecord date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the rate of 6.375% per year originally applicable to the Notes (computed calculated on the same basis of a 360-day year of twelve 30-day monthsas originally applicable to the Notes), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the "“Deferred Contract Payments"”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.112.7, except as provided under Section 1.9. No Contract Payments may be deferred to a date that is after February 15, 2010 the Stock Purchase Date and no such deferral period may end other than on a Payment Date, except as provided under Section 1.9. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's Issuer Trust’s right to receive any Contract Payments, if any, Payments and any Deferred Contract Payments, Payments will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as Property Trustee on behalf of the close of business Issuer Trust on the Record Date immediately preceding such Payment Date, except as provided under Section 1.9. (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase ContractsContracts and such deferral is continuing on the Stock Purchase Date, each Holder the Property Trustee on behalf of the Issuer Trust will receive in respect of such deferred payments on the Stock Purchase Date in lieu of a cash payment, in addition to the sole discretion of the Company, either (i) a number of shares of Common Preferred Stock (in addition to a number of shares of Common Stock per Common Equity Unit equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates issued pursuant to Section 5.042.3, or (ii) Unsecured Additional Subordinated Notes which that will (Ai) have a principal amount equal to the aggregate amount of Deferred Contract PaymentsPayments at the Stock Purchase Date, (Bii) mature on August the later of December 15, 20102014 and five years after the first Payment Date on which any of such Deferred Contract Payments was payable, (Ciii) bear interest at an annual the rate per annum equal to the then market originally applicable rate of interest for similar instruments on the Notes (not subject to exceed 10%deferral on the same basis as the Contract Payments; provided that the reference in clause (i)(2) of Section 2.7(d) to the beginning of the deferral period shall be deemed to refer to the beginning of the deferral period with respect to the Contract Payments), as determined by a nationally recognized investment banking firm selected by the Company, (Div) be subordinate and rank junior in right of payment to all of the Company's existing and future ’s Senior Debt on the same basis as the Contract Payments, Payments and (Ev) not be redeemable by at the option of the Company at any time or from time to time prior to their stated maturitymaturity at a redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the date of redemption; provided that the Company shall register such Additional Subordinated Notes under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be so delivered pursuant to an exemption or exception from registration thereunder. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.08. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Company shall have either paid all Deferred Contract Payments have been paidto the Property Trustee in cash or repaid all amounts outstanding on the Additional Subordinated Notes, the Company shall not (Ai) declare or pay any dividends or distributions on, make distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any shares of the Company's Capital its capital stock, including Preferred Stock; (Bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem the other series of junior subordinated debt securities or any debt securities issued by security of the Company that rank equally ranks pari passu in all respects with or junior in interest to the Company's junior subordinated debt securities Notes (except for partial payments of interest pursuant to the terms of the Notes) or (iii) make any guarantee payments with respect to the junior subordinated debt securities); and (C) make any payment under any guarantee by the Company of the debt securities of any subsidiary of the Company that by its terms ranks equally pari passu in all respects with or junior in interest to the Company's ’s guarantee related to the Trust Preferred Securities PPS other than, in each case: (i) any repurchase, redemption or other acquisition of shares of the Company’s capital stock of the Company in connection with (x1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y2) the satisfaction of the Company’s obligations pursuant to any contract entered into in the ordinary course prior to the beginning of the deferral period, (3) a dividend reinvestment or stockholder shareholder purchase plan, or (z4) the issuance of capital stock of the Company’s capital stock, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Event beginning of Default, Default or Deferral Period, as the case may bedeferral period; (ii) any exchange, redemption or conversion of any class or series of capital stock of the Company’s capital stock, or the capital stock of one of the Company's its subsidiaries, for any other class or series of capital stock of the Company’s capital stock, or of any class or series of the Company's ’s indebtedness for any class or series of its capital stock of the Companystock; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of the Company’s capital stock of the Company pursuant to the conversion or exchange provisions of such capital stock or the securities security being converted or exchanged; (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; (v) payments by in respect of the Company under the Guarantee Company’s guarantee related to the applicable Trust Preferred SecuritiesPPS executed for the benefit of the Holders of the PPS; or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal equally with or junior to such stock.

Deferral of Contract Payments. (a) The Company shall have the rightright (which will be exercised if so directed by the Federal Reserve), at any time prior to February 15, 2010the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders Property Trustee and the Stock Purchase Contract Agent Administrative Trustees (with a copy to the Paying Agent) written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is Property Trustee and the Administrative Trustees are required to give notice of the Record Date any record date or Payment Date with respect to payment any class of such Contract Payments ITS to the NYSE New York Stock Exchange or other applicable self-self regulatory organization or to Holders of the Common Equity UnitsHolders, but in any event not less than one Business Day prior to such Record Daterecord date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the rate of 6.375% per year originally Amended and Restated Stock Purchase Contract Agreement applicable to the Notes (computed calculated on the same basis of a 360-day year of twelve 30-day monthsas originally applicable to the Notes), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the "“Deferred Contract Payments"”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.112.7, except as provided under Section 1.9. No Contract Payments may be deferred to a date that is after February 15, 2010 the Stock Purchase Date and no such deferral period may end other than on a Payment Date, except as provided under Section 1.9. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's Trust’s right to receive Contract Payments, if any, and any Deferred Contract Payments, will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as Property Trustee on behalf of the close of business Trust on the Record Date immediately preceding such Payment Date, except as provided under Section 1.9. (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase ContractsContracts and such deferral is continuing on the Stock Purchase Date, each Holder the Property Trustee will receive in respect of such deferred payments on the Stock Purchase Date in lieu of a cash payment, in addition to the sole discretion of the Company, either (i) a number of shares of Common Preferred Stock (in addition or fractional interests therein) to a number of shares of Common Stock per Common Equity Unit equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates issued pursuant to Section 5.042.3, or (ii) Unsecured Subordinated Notes which that will (Ai) have a principal amount equal to the aggregate amount of Deferred Contract PaymentsPayments at the Stock Purchase Date, (Bii) mature on August April 15, 20102014, (Ciii) bear interest at an annual the rate per annum equal to the then market originally applicable rate of interest for similar instruments on the Notes (not subject to exceed 10%deferral on the same basis as the Contract Payments; provided that the reference in clause (i)(2) of Section 2.7(d) to the beginning of the deferral period shall be deemed to refer to the beginning of the deferral period with respect to the Contract Payments), as determined by a nationally recognized investment banking firm selected by the Company, (Div) be subordinate and rank junior in right of payment to all of the Company's existing ’s Senior and future Senior Subordinated Debt on the same basis as the Contract Payments, and (Ev) not be redeemable by at the option of the Company at any time or from time to time prior to their stated maturitymaturity at a redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the date of redemption; provided that the Company shall register such Subordinated Notes under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be so delivered pursuant to an exemption or exception from registration thereunder. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.08. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Company shall have either paid all Deferred Contract Payments have been paidto the Property Trustee in cash or repaid all amounts outstanding on the Subordinated Notes, the Company shall not (Ai) declare or pay any dividends or distributions on, make distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any shares of the Company's Capital its capital stock, including Preferred Stock; (Bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem the other series of junior subordinated debt securities or any debt securities issued by security of the Company that rank equally ranks pari passu in all respects with or junior in interest to the Company's junior subordinated debt securities Notes (except for partial payments of interest pursuant to the terms of the Notes) or (iii) make any guarantee payments with respect to the junior subordinated debt securities); and (C) make any payment under any guarantee by the Company of the debt securities of any subsidiary of the Company that by its terms ranks equally pari passu in all respects with or junior in interest to the Company's ’s guarantee related to the Trust Preferred Securities ITS other than, in each case: (i) any repurchase, redemption or other acquisition of shares of the Company’s capital stock of the Company in connection with (x1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y2) the satisfaction of the Company’s obligations pursuant to any contract entered into in the ordinary course prior to the beginning of any deferral period, (3) a dividend reinvestment or stockholder purchase plan, or (z4) the issuance of capital stock of the Company’s capital stock, or securities Amended and Restated Stock Purchase Contract Agreement convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Event event of Defaultdefault, Default default or Deferral Periodextension period, as the case may be; (ii) any exchange, redemption or conversion of any class or series of capital stock of the Company’s capital stock, or the capital stock of one of the Company's its subsidiaries, for any other class or series of capital stock of the Company’s capital stock, or of any class or series of the Company's ’s indebtedness for any class or series of its capital stock of the Companystock; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of the Company’s capital stock of the Company pursuant to the conversion or exchange provisions of such capital stock or the securities security being converted or exchanged; (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; (v) payments by in respect of the Company under the Guarantee Company’s guarantee related to the applicable Trust Preferred SecuritiesITS executed for the benefit of the Holders of the ITS; or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal equally with or junior to such stock.

Deferral of Contract Payments. (a) The Company shall have the rightright (which will be exercised if so directed by the Federal Reserve), at any time prior to February 15, 2010the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and Property Trustee (with a copy to the Stock Purchase Contract Agent Paying Agent) written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Common Equity Units, but in any event not less than one Business Day prior to such Record the record date for the next succeeding Payment Date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the rate of 6.375% per year originally applicable to the Junior Subordinated Debentures (computed calculated on the same basis of a 360-day year of twelve 30-day monthsas originally applicable to the Junior Subordinated Debentures), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the "“Deferred Contract Payments"”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.112.7, except as provided under Section 1.9. No Contract Payments may be deferred to a date that is after February 15, 2010 the Stock Purchase Date and no such deferral period may end other than on a Payment Date, except as provided under Section 1.9. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination EventEvent or the redemption of all the Junior Subordinated Debentures by the Company prior to the Stock Purchase Date in accordance with the Indenture, the Holder's Issuer Trust’s right to receive any Contract Payments, if any, Payments and any Deferred Contract Payments, Payments will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as Property Trustee on behalf of the close of business Issuer Trust on the Record Date immediately preceding such Payment Date, except as provided under Section 1.9. (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase ContractsContracts and such deferral is continuing on the Stock Purchase Date, each Holder the Property Trustee on behalf of the Issuer Trust will receive in respect of such deferred payments on the Stock Purchase Date in lieu of a cash payment, in addition to the sole discretion of the Company, either (i) a number of shares of Common Preferred Stock (in addition to a number of shares of Common Stock per Common Equity Unit equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates issued pursuant to Section 5.042.3, or (ii) Unsecured Notes which Additional Subordinated Debentures that will (Ai) have a principal amount equal to the aggregate amount of Deferred Contract PaymentsPayments at the Stock Purchase Date, (Bii) mature on August the later of March 15, 20102013 and five years after the first Payment Date on which any of such Deferred Contract Payments was payable, (Ciii) bear interest at an annual the rate per annum equal to the then market originally applicable rate of interest for similar instruments on the Junior Subordinated Debentures (not subject to exceed 10%deferral on the same basis as the Contract Payments; provided that the reference in clause (i)(2) of Section 2.7(d) to the beginning of the deferral period shall be deemed to refer to the beginning of the deferral period with respect to the Contract Payments), as determined by a nationally recognized investment banking firm selected by the Company, (Div) be subordinate and rank junior in right of payment to all of the Company's existing and future ’s Senior Debt Indebtedness on the same basis as the Contract Payments, Payments and (Ev) not be redeemable by at the option of the Company at any time or from time to time prior to their stated maturitymaturity at a redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the date of redemption; provided that the Company shall register such Additional Subordinated Debentures under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be so delivered pursuant to an exemption or exception from registration thereunder. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.08. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Company shall have either paid all Deferred Contract Payments have been paidto the Property Trustee in cash or repaid all amounts outstanding on the Additional Subordinated Debentures, the Company shall not (Ai) declare or pay any dividends or distributions on, make distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any shares of the Company's Capital its capital stock, including Preferred Stock; (Bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security of the other series of junior subordinated debt securities Company that ranks or make any payments under any guarantee that ranks, upon liquidation, pari passu in all respects with the Junior Subordinated Debentures (“Parity Securities”) or any debt securities issued by of the Company that rank equally with or junior to the Company's junior subordinated debt securities Junior Subordinated Debentures; or (except for partial iii) make any guarantee payments of interest with respect to the junior subordinated debt securities); and (C) make any payment under any guarantee by the Company of the debt securities of any subsidiary of the Company that by its terms ranks equally with or junior in interest to the Company's ’s guarantee related to the Trust Preferred Securities APEX other than, in each case: (i) any repurchase, redemption or other acquisition of shares of the Company’s capital stock of the Company in connection with (x1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y2) the satisfaction of the Company’s obligations pursuant to any contract entered into in the ordinary course prior to the beginning of the deferral period, (3) a dividend reinvestment or stockholder shareholder purchase plan, or (z4) the issuance of capital stock of the Company’s capital stock, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Event beginning of Default, Default or Deferral Period, as the case may bedeferral period; (ii) any exchange, redemption or conversion of any class or series of capital stock of the Company’s capital stock, or the capital stock of one of the Company's its subsidiaries, for any other class or series of capital stock of the Company’s capital stock, or of any class or series of the Company's ’s indebtedness for any class or series of its capital stock of the Companystock; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of the Company’s capital stock of the Company pursuant to the conversion or exchange provisions of such capital stock or the securities security being converted or exchanged; (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; (v) payments by in respect of the Company under the Guarantee Company’s guarantee related to the applicable Trust APEX executed for the benefit of the Holders of the APEX; (vi) payments of interest on Parity Securities (including the Junior Subordinated Debentures) in additional Parity Securities (including any Additional Subordinated Debentures) and any repurchase of Parity Securities (including the Junior Subordinated Debentures) in exchange for preferred stock (including the Preferred Stock), in each case in connection with a Failed Remarketing or similar event; (vii) any payment of current or deferred interest on Parity Securities that is made pro rata to the amounts due on such Party Securities (including the Junior Subordinated Debentures) and any payments of principal of or deferred interest on Parity Securities that, if not made, would cause the Company to breach the terms of the instrument governing such Parity Securities; or (viviii) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal equally with or junior to such stock.

Deferral of Contract Payments. (a) The Company shall have the rightright (which will be exercised if so directed by the Federal Reserve), at any time prior to February 15, 2010the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders Property Trustee and the Stock Purchase Contract Agent Administrative Trustees (with a copy to the Paying Agent) written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is Property Trustee and the Administrative Trustees are required to give notice of the Record Date any record date or Payment Date with respect to payment any class of such Contract Payments ITS to the NYSE New York Stock Exchange or other applicable self-self regulatory organization or to Holders of the Common Equity UnitsHolders, but in any event not less than one Business Day prior to such Record Daterecord date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the rate of 6.375% per year originally applicable to the Notes (computed calculated on the same basis of a 360-day year of twelve 30-day monthsas originally applicable to the Notes), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the "“Deferred Contract Payments"”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.112.7, except as provided under Section 1.9. No Contract Payments may be deferred to a date that is after February 15, 2010 the Stock Purchase Date and no such deferral period may end other than on a Payment Date, except as provided under Section 1.9. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's Trust’s right to receive Contract Payments, if any, and any Deferred Contract Payments, will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as Property Trustee on behalf of the close of business Trust on the Record Date immediately preceding such Payment Date, except as provided under Section 1.9. (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase ContractsContracts and such deferral is continuing on the Stock Purchase Date, each Holder the Property Trustee will receive in respect of such deferred payments on the Stock Purchase Date in lieu of a cash payment, in addition to the sole discretion of the Company, either (i) a number of shares of Common Preferred Stock (in addition to a number of shares of Common Stock per Common Equity Unit equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates issued pursuant to Section 5.042.3, or (ii) Unsecured Subordinated Notes which that will (Ai) have a principal amount equal to the aggregate amount of Deferred Contract PaymentsPayments at the Stock Purchase Date, (Bii) mature on August April 15, 20102014, (Ciii) bear interest at an annual the rate per annum equal to the then market originally applicable rate of interest for similar instruments on the Notes (not subject to exceed 10%deferral on the same basis as the Contract Payments; provided that the reference in clause (i)(2) of Section 2.7(d) to the beginning of the deferral period shall be deemed to refer to the beginning of the deferral period with respect to the Contract Payments), as determined by a nationally recognized investment banking firm selected by the Company, (Div) be subordinate and rank junior in right of payment to all of the Company's existing ’s Senior and future Senior Subordinated Debt on the same basis as the Contract Payments, and (Ev) not be redeemable by at the option of the Company at any time or from time to time prior to their stated maturitymaturity at a redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the date of redemption; provided that the Company shall register such Subordinated Notes under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be so delivered pursuant to an exemption or exception from registration thereunder. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.08. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Company shall have either paid all Deferred Contract Payments have been paidto the Property Trustee in cash or repaid all amounts outstanding on the Subordinated Notes, the Company shall not (Ai) declare or pay any dividends or distributions on, make distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any shares of the Company's Capital its capital stock, including Preferred Stock; (Bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem the other series of junior subordinated debt securities or any debt securities issued by security of the Company that rank equally ranks pari passu in all respects with or junior in interest to the Company's junior subordinated debt securities Notes (except for partial payments of interest pursuant to the terms of the Notes) or (iii) make any guarantee payments with respect to the junior subordinated debt securities); and (C) make any payment under any guarantee by the Company of the debt securities of any subsidiary of the Company that by its terms ranks equally pari passu in all respects with or junior in interest to the Company's ’s guarantee related to the Trust Preferred Securities ITS other than, in each case: (i) any repurchase, redemption or other acquisition of shares of the Company’s capital stock of the Company in connection with (x1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y2) the satisfaction of the Company’s obligations pursuant to any contract entered into in the ordinary course prior to the beginning of any deferral period, (3) a dividend reinvestment or stockholder purchase plan, or (z4) the issuance of capital stock of the Company’s capital stock, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Event event of Defaultdefault, Default default or Deferral Periodextension period, as the case may be; (ii) any exchange, redemption or conversion of any class or series of capital stock of the Company’s capital stock, or the capital stock of one of the Company's its subsidiaries, for any other class or series of capital stock of the Company’s capital stock, or of any class or series of the Company's ’s indebtedness for any class or series of its capital stock of the Companystock; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of the Company’s capital stock of the Company pursuant to the conversion or exchange provisions of such capital stock or the securities security being converted or exchanged; (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; (v) payments by in respect of the Company under the Guarantee Company’s guarantee related to the applicable Trust Preferred SecuritiesITS executed for the benefit of the Holders of the ITS; or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal equally with or junior to such stock.

Deferral of Contract Payments. (a) The Company shall have the rightright (which will be exercised if so directed by the Federal Reserve), at any time prior to February 15, 2010the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders Property Trustee and the Stock Purchase Contract Agent Administrative Trustees (with a copy to the Paying Agent) written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is Property Trustee and the Administrative Trustees are required to give notice of the Record Date any record date or Payment Date with respect to payment any class of such Contract Payments PPS to the NYSE New York Stock Exchange, any other national securities exchange, automated interdealer quotation system or other applicable self-self regulatory organization or to Holders of the Common Equity UnitsHolders, but in any event not less than one Business Day prior to such Record Daterecord date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the rate of 6.375% per year originally applicable to the Notes (computed calculated on the same basis of a 360-day year of twelve 30-day monthsas originally applicable to the Notes), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the "“Deferred Contract Payments"”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.112.7, except as provided under Section 1.9. No Contract Payments may be deferred to a date that is after February 15, 2010 the Stock Purchase Date and no such deferral period may end other than on a Payment Date, except as provided under Section 1.9. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's Issuer Trust’s right to receive any Contract Payments, if any, Payments and any Deferred Contract Payments, Payments will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as Property Trustee on behalf of the close of business Issuer Trust on the Record Date immediately preceding such Payment Date, except as provided under Section 1.9. (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase ContractsContracts and such deferral is continuing on the Stock Purchase Date, each Holder the Property Trustee on behalf of the Issuer Trust will receive in respect of such deferred payments on the Stock Purchase Date in lieu of a cash payment, in addition to the sole discretion of the Company, either (i) a number of shares of Common Preferred Stock (in addition or fractional interests therein) to a number of shares of Common Stock per Common Equity Unit equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates issued pursuant to Section 5.042.3, or (ii) Unsecured Additional Subordinated Notes which that will (Ai) have a principal amount equal to the aggregate amount of Deferred Contract PaymentsPayments at the Stock Purchase Date, (Bii) mature on August the later of December 15, 20102014 and five years after the first Payment Date on which any of such Deferred Contract Payments was payable, (Ciii) bear interest at an annual the rate per annum equal to the then market originally applicable rate of interest for similar instruments on the Notes (not subject to exceed 10%deferral on the same basis as the Contract Payments; provided that the reference in clause (i)(2) of Section 2.7(d) to the beginning of the deferral period shall be deemed to refer to the beginning of the deferral period with respect to the Contract Payments), as determined by a nationally recognized investment banking firm selected by the Company, (Div) be subordinate and rank junior in right of payment to all of the Company's existing and future ’s Senior Debt on the same basis as the Contract Payments, Payments and (Ev) not be redeemable by at the option of the Company at any time or from time to time prior to their stated maturitymaturity at a redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the date of redemption; provided that the Company shall register such Additional Subordinated Notes under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be so delivered pursuant to an exemption or exception from registration thereunder. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.08. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Company shall have either paid all Deferred Contract Payments have been paidto the Property Trustee in cash or repaid all amounts outstanding on the Additional Subordinated Notes, the Company shall not (Ai) declare or pay any dividends or distributions on, make distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any shares of the Company's Capital its capital stock, including Preferred Stock; (Bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem the other series of junior subordinated debt securities or any debt securities issued by security of the Company that rank equally ranks pari passu in all respects with or junior in interest to the Company's junior subordinated debt securities Notes (except for partial payments of interest pursuant to the terms of the Notes) or (iii) make any guarantee payments with respect to the junior subordinated debt securities); and (C) make any payment under any guarantee by the Company of the debt securities of any subsidiary of the Company that by its terms ranks equally pari passu in all respects with or junior in interest to the Company's ’s guarantee related to the Trust Preferred Securities PPS other than, in each case: (i) any repurchase, redemption or other acquisition of shares of the Company’s capital stock of the Company in connection with (x1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y2) the satisfaction of the Company’s obligations pursuant to any contract entered into in the ordinary course prior to the beginning of the deferral period, (3) a dividend reinvestment or stockholder shareholder purchase plan, or (z4) the issuance of capital stock of the Company’s capital stock, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Event beginning of Default, Default or Deferral Period, as the case may bedeferral period; (ii) any exchange, redemption or conversion of any class or series of capital stock of the Company’s capital stock, or the capital stock of one of the Company's its subsidiaries, for any other class or series of capital stock of the Company’s capital stock, or of any class or series of the Company's ’s indebtedness for any class or series of its capital stock of the Companystock; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of the Company’s capital stock of the Company pursuant to the conversion or exchange provisions of such capital stock or the securities security being converted or exchanged; (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; (v) payments by in respect of the Company under the Guarantee Company’s guarantee related to the applicable Trust Preferred SecuritiesPPS executed for the benefit of the Holders of the PPS; or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal equally with or junior to such stock.

Deferral of Contract Payments. (a) The Company shall have the rightright (which will be exercised if so directed by the Securities Exchange Commission), at any time prior to February 15, 2010the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders Property Trustee and the Stock Purchase Contract Agent Administrative Trustees (with a copy to the Paying Agent) written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is Property Trustee and the Administrative Trustees are required to give notice of the Record Date any record date or Payment Date with respect to payment any series of such Contract Payments APEX to the NYSE New York Stock Exchange, any other national securities exchange, automated interdealer quotation system or other applicable self-self regulatory organization or to Holders of the Common Equity UnitsHolders, but in any event not less than one Business Day prior to such Record Daterecord date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the rate of 6.375% per year originally applicable to the Notes (computed calculated on the same basis of a 360-day year of twelve 30-day monthsas originally applicable to the Notes), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the "“Deferred Contract Payments"”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.112.7, except as provided under Section 1.9. No Contract Payments may be deferred to a date that is after February 15, 2010 the Stock Purchase Date and no such deferral period may end other than on a Payment Date, except as provided under Section 1.9. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's Trust’s right to receive any Contract Payments, if any, Payments and any Deferred Contract Payments, Payments will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as Property Trustee on behalf of the close of business Trust on the Record Date immediately preceding such Payment Date, except as provided under Section 1.9. (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase ContractsContracts and such deferral is continuing on the Stock Purchase Date, each Holder the Property Trustee on behalf of the Trust will receive in respect of such deferred payments on the Stock Purchase Date in lieu of a cash payment, in addition to the sole discretion of the Company, either (i) a number of shares of Common Preferred Stock (in addition to a number of shares of Common Stock per Common Equity Unit equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates issued pursuant to Section 5.042.3, or (ii) Unsecured Additional Subordinated Notes which that will (Ai) have a principal amount equal to the aggregate amount of Deferred Contract PaymentsPayments at the Stock Purchase Date, (Bii) mature on August 15the later of June 1, 20102017 and five years after the first Payment Date on which any of such Deferred Contract Payments was payable, (Ciii) bear interest at an annual the rate per annum equal to the then market originally applicable rate of interest for similar instruments on the Notes (not subject to exceed 10%deferral on the same basis as the Contract Payments; provided that the reference in clause (i)(2) of Section 2.7(d) to the beginning of the deferral period shall be deemed to refer to the beginning of the deferral period with respect to the Contract Payments), as determined by a nationally recognized investment banking firm selected by the Company, (Div) be subordinate and rank junior in right of payment to all of the Company's existing and future ’s Senior Debt on the same basis as the Contract Payments, Payments and (Ev) not be redeemable by at the option of the Company at any time or from time to time prior to their stated maturitymaturity at a redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the date of redemption; provided that the Company shall register such Additional Subordinated Notes under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be so delivered pursuant to an exemption or exception from registration thereunder. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.08. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Company shall have either paid all Deferred Contract Payments have been paidto the Property Trustee in cash or repaid all amounts outstanding on the Additional Subordinated Notes, the Company shall not (Ai) declare or pay any dividends or distributions on, make distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any shares of its capital stock, including Preferred Stock or permit any of its subsidiaries over which it has voting control to purchase or acquire or make any payment or distribution on or with respect to any shares of the Company's Capital Stock’s capital stock; (Bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem the other series of junior subordinated debt securities or any debt securities issued by security of the Company that rank equally ranks pari passu in all respects with or junior in interest to the Company's junior subordinated debt securities Notes (except for partial payments of interest pursuant to the terms of the Notes); (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company that by its terms ranks pari passu in all respects with or junior subordinated debt securities)in interest to the Company’s guarantee related to the APEX; and or (Civ) permit any of its subsidiaries over which it has voting control to purchase or acquire or make any payment under or distribution on or with respect to any of the Company’s debt securities or any guarantee that ranks equally ranks, upon the Company’s liquidation, parri passu with or junior to the Company's guarantee related to the Trust Preferred Securities Notes, other than, in each case: (i) any repurchase, redemption or other acquisition of shares of the Company’s capital stock of the Company in connection with (x1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y2) the satisfaction of the Company’s obligations pursuant to any contract entered into in the ordinary course prior to the beginning of the deferral period, (3) a dividend reinvestment or stockholder shareholder purchase plan, or (z4) the issuance of capital stock of the Company’s capital stock, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Event beginning of Default, Default or Deferral Period, as the case may bedeferral period; (ii) any exchange, redemption or conversion of any class or series of capital stock of the Company’s capital stock, or the capital stock of one of the Company's its subsidiaries, for any other class or series of capital stock of the Company’s capital stock, or of any class or series of the Company's ’s indebtedness for any class or series of its capital stock of the Companystock; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of the Company’s capital stock of the Company pursuant to the conversion or exchange provisions of such capital stock or the securities security being converted or exchanged; (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; (v) payments by in respect of the Company under the Guarantee Company’s guarantee related to the applicable Trust Preferred Securities; orAPEX executed for the benefit of the Holders of the APEX; (vi) payments of interest on the Notes in Additional Subordinated Notes and any repurchase of Notes in exchange for Preferred Stock, in each case in connection with a Failed Remarketing (as defined in the Supplemental Indenture); (vii) any payment of current or deferred interest on securities ranking parri passu with the Notes that is made pro rata to the amounts due on such securities (including the Notes) and any payments of principal of or deferred interest on such securities that, if not made, would cause the Company to be in breach of the instrument governing such securities; (viii) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal equally with or junior to such stock; or (ix) any purchase or other acquisition of shares of the Company’s capital stock or debt securities (and any related guarantees) or payment with respect to shares of the Company’s capital stock or debt securities (and any related guarantees) if made in connection with (a) the initial distribution of shares of the Company’s capital stock or debt securities (and any related guarantees) or (b) market-making or other secondary market activities.

Deferral of Contract Payments. (a) The Company shall have the right, at any time prior to February 15, 2010the Third Stock Purchase Date, to defer the payment of any or all of the Contract Payments (including any Deferred Contract Payments) otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Stock Purchase Contract Agent written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten (10) Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Common Equity Units, but in any event not less no later than one (1) Business Day prior to such scheduled Record Date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at an annual rate equal to the rate of 6.375% per year applicable Contact Payment Deferral Rate (computed on the basis of a 360-day year consisting of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the "“Deferred Contract Payments"”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date Date, except to the extent that payment thereof is deferred pursuant to this Section 5.115.12. No Contract Payments may be deferred to a date that is after February 15the Third Stock Purchase Date, 2010 and no such deferral period may end other than on a Payment Date or a Stock Purchase Date. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's ’s right to receive Contract Payments, if any, and any Deferred Contract PaymentsPayments on or after such Termination Event, will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date that is prior to the a Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase Contracts, and the Deferred Contract Payments are not paid prior to the applicable Stock Purchase Date, then each Holder will receive will, in respect of such deferred payments on the Stock Purchase Date and in lieu of a cash paymentpayment therefor, receive, on such Stock Purchase Date, in the sole discretion of the Company, either (i) a number of shares of Common Stock (in addition to a number of the shares of Common Stock per Common Equity Unit equal to the Settlement Rateotherwise due upon settlement of such Stock Purchase Contracts) equal to a fraction (A) whose numerator is the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by and (B) (1) in whose denominator is the case VWAP per share of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial such Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.45, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates pursuant to Section 5.04, ; or (ii) Unsecured Notes Debentures which will (A) have a principal amount equal to the aggregate amount of Deferred Contract Payments, (B) mature on August 15, 2010the date that is eighteen (18) months after the Initial Scheduled Third Stock Purchase Date, (C) bear interest at an annual rate equal to the then market rate of interest for similar instruments (not to exceed ten percent (10%)), as determined by a nationally recognized investment banking firm selected by the Company, (D) be subordinate and rank junior in right of payment to all of the Company's ’s existing and future Senior Debt on the same basis as the Contract Payments, and (E) not be redeemable by the Company prior to their stated maturity. (d) No Notwithstanding anything herein to the contrary, no fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.085.9. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Deferred Contract Payments have been paid, the Company shall not (A) declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's ’s Capital Stock; (B) make any payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem the other series of junior subordinated debt securities or any debt securities issued by the Company that rank equally with or junior to the Company's junior subordinated debt securities (except for partial payments of interest with respect to the ’s junior subordinated debt securities); and (C) make any payment under any guarantee that ranks equally with or junior to subordinated debt securities of the Company's guarantee related to the Trust Preferred Securities other than, in each casecase other than: (i) any repurchase, redemption or other acquisition of shares of capital stock of the Company in connection with (x) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y) a dividend reinvestment or stockholder purchase plan, or (z) the issuance of capital stock of the Company, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior before the date the Company first exercises its option to the applicable Event of Default, Default or Deferral Period, as the case may bedefer Contract Payments; (ii) any exchange, redemption or conversion of any class or series of capital stock of the Company, or the capital stock of one of the Company's ’s subsidiaries, for any other class or series of capital stock of the Company, or of any class or series of the Company's ’s indebtedness for any class or series of capital stock of the Company; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of capital stock of the Company pursuant to the conversion or exchange provisions of such capital stock or the securities being converted or exchanged; (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto;; and (v) payments by the Company under the Guarantee related to the applicable Trust Preferred Securities; or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal with or junior to such stock.

Deferral of Contract Payments. (a) The Company shall have the right, at any time prior to February 15, 2010the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Stock Purchase Contract Agent written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Common Equity UnitsSPACES, but in any event not less than one Business Day prior to such Record Date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the rate of 6.3756.50% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the "“Deferred Contract Payments"”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.115.12. No Contract Payments may be deferred to a date that is after February 15, 2010 the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's ’s right to receive Contract Payments, if any, and any Deferred Contract Payments, will terminate. (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects or is directed by the Federal Reserve Board to defer the payment of Contract Payments on the Stock Purchase ContractsContracts until the Stock Purchase Date, each Holder will receive in respect of such deferred payments on the Stock Purchase Date in lieu of a cash payment, in the sole discretion of the Company, either (i) a number of shares of Common Stock (in addition to a number of shares of Common Stock per Common Equity Unit equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) (1) in the case of Contract Payments payable on or before the Initial Stock Purchase Date, the greater of (x) the Applicable Market Value (or if the Stock Purchase Date shall be deferred beyond August 15, 2007, the Closing Price of the Common Stock on the Trading Day immediately preceding the Initial Stock Purchase Date and (y) $14.45, and (2) in the case of Contract Payments payable after the Initial Stock Purchase Date, the greater of (x) Closing Price of the Common Stock on the Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y) $14.4512.44, subject in each case to adjustment in the same manner and under the same circumstances as the Fixed Daily Settlement Rates Rate pursuant to Section 5.04, or (ii) Unsecured Notes which will (A) have a principal amount equal to the aggregate amount of Deferred Contract Payments, (B) mature on August 15, 20102009, (C) bear interest at an annual rate equal to the Company’s then market rate of interest for similar instruments (not to exceed 10%), as determined by a nationally recognized investment banking firm selected for this purpose by the Company, (D) be subordinate and rank junior in right of payment to all of the Company's existing and future ’s Senior Debt on the same basis as the Contract Payments, and (E) not be redeemable by the Company prior to their stated maturity. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.085.09. (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Deferred Contract Payments have been paid, the Company shall not (A) declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's ’s Capital Stock; (B) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem the other series of junior subordinated debt securities or any debt securities issued by the Company that rank equally with or junior to the Company's ’s junior subordinated debt securities (except for partial payments of interest with respect to the junior subordinated debt securities); and (C) make any payment under any guarantee that ranks equally with or junior to the Company's ’s guarantee related to the Trust Preferred Securities STACKS other than, in each case: (i) any repurchaserepurchases, redemption redemptions or other acquisition acquisitions of shares of capital stock Capital Stock of the Company in connection with (x) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants directors or independent contractors, (y) agents or a share purchase or dividend reinvestment or stockholder purchase plan, or (z) the issuance satisfaction by the Company of capital stock its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the payment of the Company, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Event of Default, Default or Deferral Period, as the case may beContract Payments; (ii) any exchange, redemption as a result of a reclassification of the Company’s Capital Stock or the exchange or conversion of any class or series of capital stock of the Company, or the capital stock of one of the Company's subsidiaries, for any other class or series of capital stock of the Company, or of any class or series of the Company's indebtedness ’s Capital Stock for any another class or series of capital stock of the Company’s Capital Stock; (iii) any the purchase of, or payment of cash in lieu of, fractional interests in shares of capital stock of the Company Company’s Capital Stock pursuant to the conversion or exchange provisions of such capital stock Capital Stock or the securities security being converted or exchanged; (iv) dividends or distributions in the Company’s Capital Stock (or rights to acquire the Company’s Capital Stock) or repurchases, acquisitions or redemptions of the Company’s Capital Stock in exchange for or out of the net cash proceeds of the sale of the Company’s Capital Stock (or securities convertible into or exchangeable for shares of the Company’s Capital Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a stockholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in connection with any rights plan, or the issuance of rights, stock or other property under any rights planfuture, or the redemption or repurchase of any rights pursuant thereto; (v) payments by the Company under the Guarantee related to the applicable Trust Preferred Securities; or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal with or junior to such stock.