Common use of Deferrals of Interest Payment Dates Clause in Contracts

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of such Issuer Trust is required to give notice to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten five years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, ,if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be maybe specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of such Issuer Trust is required to give notice to any Securities exchange or other applicable self-regulatory organization or to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company Corporation shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period), during which Extension Periods the Company Corporation shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company Corporation shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, however that during any such Extension Period, the Company Corporation shall not (i) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Corporation that rank pari passu in all respects with or junior in interest to the Securities of such series, or (ii) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series stock (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the CompanyCorporation's capital stock (or any capital stock of a Subsidiary of the CompanyCorporation) for any class or series of the CompanyCorporation's capital stock or of any class or series of the CompanyCorporation's indebtedness for any class or series of the CompanyCorporation's capital stock, (c) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that the termination of any such Extension Period, the Company Corporation may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferralcontinuing, and (ii) the date on which the Property Trustee of such Issuer Trust is required to give notice to holders of such Capital Securities of the record date or the date such Distributions are payableprovided, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the CompanyCorporation's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 2.2 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 2.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Dateinterest payment date. No Extension Period shall end on a date other than an Interest Payment Dateinterest payment date or extend beyond the Stated Maturity. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest or other interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital Capital Stock (which includes Common Stock and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu with or junior in all respects interest to the Securities of such series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Period, Common Stock; (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, stock or other property Capital Stock of the Company under any Rights Plan, or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan; (c) payments under any Energy East Guarantee; and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's dividend reinvestment plan or under any of the Company's benefit plans for its directors, officers, employees, consultants or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockadvisors). Prior to that the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Tax Sums and Additional Interest then due on any Interest Payment Dateinterest payment date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders holders of the Securities of such series and the Trustee notice of its election to begin or extend any such Extension Period at least one five Business Day Days prior to the next succeeding Interest Payment Date interest payment date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer Trust, Energy East Trust so long as any such Securities are held by such Issuer Trust, at least one Business Day Energy East Trust prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Preferred Securities of such Issuer Energy East Trust would be payable but for such deferral, and or (ii) the date on which the Property Trustee of such Issuer Energy East Trust is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one five Business Day Days prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders holders of the Outstanding outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to any Guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital common stock of the Company (b) redemptions or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior purchases of any rights pursuant to the applicable Extension PeriodCompany's Rights Plan, or any successor to such Rights Plan, and the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (bc) as a result payments under any Liberty Guarantee), and (d) purchases of an exchange or conversion Common Stock related to the issuance of Common Stock under any class or series of the Company's capital stock (benefit plans for its directors, officers or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)employees. Prior to that the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer a Liberty Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which the Distributions on the Capital Preferred Securities of such Issuer Liberty Trust would be are payable but for such deferral, and or (ii) the date on which the Property Trustee Administrative Trustees of such Issuer Liberty Trust is are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 3.01 with respect to the Securities of a particular series, so long as provided that no Event of Default has occurred and is continuingcontinuing with respect to such Securities, the Company shall have the right, at any time or from time to time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.01 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall may extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during these Securities. During any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest principal, interest, or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in all respects interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest to the Securities of such series (other than (a) repurchasesdividends or distributions in common stock of the Company, redemptions (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or other the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the applicable Company Guarantee, (d) purchases or acquisitions of shares of capital stock of the Company Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock contractual obligation of the Company (other than a contractual obligation ranking pari passu with or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior junior to the applicable Extension Periodthese Securities, (be) as a result of an a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any another class or series of the Company's capital stock, or (cf) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period; provided, provided that no Event of Default has occurred and is continuing and provided furtherhowever, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series Trustee and the Property Trustee notice of its election to begin any such Extension Period (or an extension thereof) at least one three Business Day Days prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer a Resource Capital Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which the Distributions on the Capital Trust Securities of such Issuer Resource Capital Trust would be have been payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee of Administrative Trustees or such Issuer Resource Capital Trust is are required to give notice to any automated quotation system or to holders of such Capital Trust Securities of the record date or the date such Distributions are payable, but in any event not less than one three Business Day Days prior to such record date. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the Outstanding Securities of such seriesPeriod.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law)) to the Persons in whose names that Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Company that rank ranks pari passu in all respects with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (db) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance repurchase of rights, stock or other property under any rights distributed pursuant to a Rights Plan, (c) payments under the Guarantee with respect to such Security, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the redemption Company's benefit plans for its directors, officers or repurchase employees, related to the issuance of common stock or rights pursuant theretounder a dividend reinvestment and stock purchase plan, or related to the issuance of common stock (eor securities convertible or exchangeable for common stock) any dividend as consideration in an acquisition transaction that was entered into prior to the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise commencement of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)Extension Period. Prior to that the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The 39 32 Company shall give the Holders of the Securities of such series and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer a Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Preferred Securities of such Issuer Trust would be payable but for such deferral, and deferral or (ii) the date on which the Property Trustee Administrative Trustees of such Issuer Trust is are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension PeriodCommon Stock, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, any Common Stock of any class or series of preferred stock or other property of the Company under any Rights Plan, Plan in the future or the redemption or repurchase of any rights pursuant thereto, (c) payments under any Providian Guarantee, and (d) purchases of Common Stock related to the issuance of Common Stock or (e) rights under any dividend in of the form of stockCompany's or its Subsidiaries' benefit plans for their directors, warrants, options officers or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockemployees). Prior to that the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, thereof but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series Property Trustee and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which the Distributions on the Capital Securities of such Issuer Providian Trust would be have been payable but except for the election to begin such deferral, and Extension Period or (ii) the date on which the Property Trustee of such Issuer Providian Trust is required to give notice to any applicable self-regulatory organization or to holders of such Capital Securities of the record date or (iii) the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee Trustee, at the expense of the Company, shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company Group shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, Group shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company Period Group shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law)) to the Persons in whose names that Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company Group shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the CompanyGroup's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Company Group that rank ranks pari passu in all respects with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by Group of the debt securities of any Subsidiary of Group that by their terms rank pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the CompanyGroup's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (db) any declaration of a dividend in connection with any Rights Plan, or the issuance implementation of rights, stock or other property under any a Rights Plan, or the redemption or repurchase of any rights distributed pursuant theretoto a the Guarantee with respect to such Security, and (d) purchases of Common Stock related to the issuance of Common Stock or rights or options under any of Group's benefit plans for its directors, officers, employees or other persons within the definition of "employee" for purposes of a registration of shares for an employee benefit plan of Group, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan, or related to the issuance of Common Stock (eor securities convertible or exchangeable for Common Stock) any dividend as consideration in an acquisition transaction that was entered into prior to the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise commencement of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockExtension Period). Prior to that the termination of any such Extension Period, the Company Group may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company Group may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company Group shall give the Holders of the Securities of such series and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer Trusta Company, so long as any such Securities are held by such Issuer TrustCompany, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Preferred Securities of such Issuer Trust Company would be payable but for such deferral, and deferral or (ii) the date on which the Property Trustee of such Issuer Trust Company is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice notice, in the name and at the expense of the CompanyGroup, of Group's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the The Company shall have the right, at any time during the term of such seriesthe Debentures, so long as no Debenture Event of Default has occurred and is continuing, from time to time to defer extend the interest payment of interest on such Securities period for such period or periods (each an "Extension Period") not the Debentures for up to exceed the number of 20 consecutive quarterly, semi-annual or other periods that equal ten years quarters with respect to each Extension Perioddeferral period (each, an "EXTENSION PERIOD") during which Extension Periods periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to not make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At , and at the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities thereon (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series Debentures, to the extent permitted by applicable law); provided, howeverPROVIDED, HOWEVER, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (ia) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, stock or (iib) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank pari passu in all respects PARI PASSU with or junior in interest to the Securities of such series Debentures (other than (ai) repurchasesany dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including capital stock) that rank PARI PASSU with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (ii) redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit purchases of any one or more employees, officers, directors or consultants, in connection with rights pursuant to a stockholder rights agreement and the declaration of a dividend reinvestment of such rights or stockholder stock purchase plan or in connection with the issuance of capital preferred stock under such stockholder rights agreement in the future, (iii) payments under the Guarantee, (iv) purchases of Common Stock related to the issuance of Common Stock under any of the Company (Company's benefit plans for its directors, officers or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Periodemployees, (bv) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series reclassification of the Company's capital stock or the exchange or conversion of any one series or class or series of the Company's indebtedness for any class or series of the Company's capital stock, stock for another series or class of the Company's capital stock and (cvi) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided PROVIDED that no Event of Default has occurred and is continuing and provided further, that no such Extension Period shall exceed the period 20 consecutive quarters or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateDebentures. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Datedue, the Company may elect to begin select a new Extension Period, subject to the above conditionsrequirements. No interest or interest, including Additional Interest Interest, if any, shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of Trustee, the Securities of such series Property Trustee and the Trustee Administrative Trustees written notice of its election to begin any selection of such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding record date on which Distributions for the date the distributions on the Capital Preferred Securities of the Trust (or if no, Preferred Securities are outstanding, for the date interest on the Debentures) would have been payable except for the election to begin such Issuer Trust would be payable but for such deferral, Extension Period and (ii) the date on which the Property Trustee of such Issuer Trust (or, if no Preferred Securities are outstanding, the Trustee) is required to give notice to NYSE or other applicable self-regulatory organization or to holders of such Capital Preferred Securities (or, if no Preferred Securities are outstanding, to the Holders of the such Debentures) of such record date or the date such Distributions are payabledate, but in any event not less than one Business Day prior to such record date. Such notice shall specify the period selected. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period to the Holders of the Outstanding Securities of such seriesoutstanding Debentures and Preferred Securities.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 make any guarantee payments with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, any guarantee by the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of any Subsidiary of the Company that rank (including Other Guarantees) if such guarantee ranks pari passu in all respects with or junior in interest to the ---- ----- Securities of such series (other than (a) repurchasesdividends or distributions in common stock of the Company, redemptions (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or other the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the applicable Central Fidelity Guarantee, (d) purchases or acquisitions of shares of capital stock of the Company Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock contractual obligation of the Company (other than a contractual obligation ranking pari passu with or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior junior to the applicable Extension Periodthese Securities, ---- ----- (be) as a result of an a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any another class or series of the Company's capital stock, or (cf) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period; provided, provided that no Event of Default has occurred and is continuing and provided furtherhowever, that no -------- ------- Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series Trustee and the Property Trustee notice of its election to begin any such Extension Period (or an extension thereof) at least one three Business Day Days prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer a Central Fidelity Capital Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which the Distributions on the Capital Trust Securities of such Issuer Central Fidelity Capital Trust would be have been payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee Administrative Trustees of such Issuer Central Fidelity Capital Trust is are required to give notice to any automated quotation system or to holders of such Capital Trust Securities of the record date or the date such Distributions are payable, but in any event not less than one three Business Day Days prior to such record date. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the Outstanding Securities of such seriesPeriod.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 2.01 or Section 3.1 2.02 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 2.01 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Dateinterest payment date. No Extension Period shall end on a date other than an Interest Payment Dateinterest payment date or extend beyond the Stated Maturity or any earlier prepayment date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest or other interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during . During any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital Capital Stock (which includes Common Stock and preferred stock, ) or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects on a parity with or junior in interest to the Securities of such series or make any guarantee payments with respect to any Aon Guarantee or other guarantee by the Company of the debt securities of any Subsidiary of the Company that by its terms ranks on a parity with or junior to the Securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Period, Common Stock; (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, any Capital Stock of any class or series of preferred stock or other property of the Company under any Rights Plan, Plan or the redemption or repurchase of any rights distributed pursuant thereto, or to a Rights Plan; (ec) payments under any dividend in Aon Guarantee relating to the form of stock, warrants, options or other rights where Preferred Securities issued by the dividend stock or Aon Trust holding the stock issuable upon exercise Securities of such warrantsseries; and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, options officers, employees, consultants or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockadvisors). Prior to that Before the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period; provided, provided that no Event of Default has occurred and is continuing and provided furtherhowever, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Dateany earlier prepayment date. Upon At any time following the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest or other interest then due on any Interest Payment Datedue, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment . If the Property Trustee of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to an Aon Trust is the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders only registered holder of the Securities of a series at the time the Company elects to begin or extend an Extension Period, the Company shall give written notice to such series Property Trustee and the Trustee notice of its election to begin or extend any such Extension Period at least one five Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day Days prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the corresponding Capital Securities of issued by such Issuer Aon Trust would be have been payable but for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee Administrative Trustees of such Issuer Aon Trust is are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one five Business Day Days prior to such record date. The If the Property Trustee of an Aon Trust is not the only holder of the Securities of a series at the time the Company elects to begin or extend an Extension Period, the Company shall promptly give the holders of such Securities and the Trustee written notice of the Company's its election to begin any or extend such Extension Period at least ten Business Days prior to the Holders earlier of (i) the Outstanding Securities of such series.next succeeding interest payment date or

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law)) to the Persons in whose names that Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Company that rank ranks pari passu in all respects with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (db) any declaration of a dividend in connection with any Rights Plan, or the issuance implementation of rights, stock or other property under any a Rights Plan, or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan, (c) payments under the Guarantee with respect to such Security, and (d) 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, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan, or related to the issuance of Common Stock (eor securities convertible or exchangeable for Common Stock) any dividend as consideration in an acquisition transaction that was entered into prior to the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise commencement of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockExtension Period). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions39 32 requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer a Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Preferred Securities of such Issuer Trust would be payable but for such deferral, and deferral or (ii) the date on which the Property Trustee Administrative Trustees of such Issuer Trust is are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so So long as no Event of Default has occurred and is continuing, the Company Corporation shall have the right, at any time during the term of such seriesthe Securities, from time to time to defer the payment of interest on such the Securities for such a period or not exceeding 10 consecutive semi-annual periods (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, Corporation shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company Corporation shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such seriesSecurities; and provided provided, further, however, that, that during any such Extension Period, the Company Corporation shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock, or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt indebtedness securities of the Company Corporation that rank pari passu in all respects with or junior in interest to the Securities or make any guarantee payments with respect to any guarantee by the Corporation of the debt securities of any Subsidiary of the Corporation if such series guarantee ranks pari passu with or junior in interest to the securities (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension PeriodCommon Stock, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, any Common Stock of any class or series of preferred stock or other property of the Corporation under any Rights Plan, Plan in the future or the redemption or repurchase of any rights pursuant thereto, (c) payments under the Xxxxx Capital Guarantee, and (d) purchases of Common Stock related to the issuance of Common Stock or (e) rights under any dividend in of the form of stockCorporation's benefit plans for its directors, warrants, options officers or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockemployees). Prior to that the termination of any such Extension Period, the Company Corporation may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period 10 consecutive semi- annual periods or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest amounts then due on any Interest Payment Date, the Company Corporation may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company Corporation shall give the Holders of the Securities of such series Property Trustee and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions interest on the Capital Securities of would have been payable except for the election to begin such Issuer Trust would be payable but for such deferral, and Extension Period or (ii) the date on which the Property Trustee of such Issuer Trust is Administrative Trustees are required to give notice to DTC or applicable self-regulatory organization or to holders of such Capital the Preferred Securities as of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee Trustee, in the name of and at the expense of the Corporation, shall promptly give notice of the CompanyCorporation's election to begin any such Extension Period to the Holders of the Outstanding Securities of such seriesSecurities.

Deferrals of Interest Payment Dates. If specified as ------------- ----------------------------------- contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, further that during any such Extension Period, the Company shall not, and to the extent applicable, shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Securities other than the Securities of such series) that rank ranks pari passu with or junior in all respects interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Guarantee Agreements other than the Xxxxxxxxxx Guarantee related to the Capital Securities issued by the Xxxxxxxxxx Capital Trust holding Securities of such series) if such guarantee ranks pari passu with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock distributions in Common Stock of the Company in connection with Company, (b) any employment contract, benefit plan or other similar arrangement with or for the benefit declaration of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a rights plan, or the issuance of capital stock under any such plan in the future or the redemption or repurchase of the Company (or securities convertible into or exercisable for any such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Periodrights pursuant thereto, (bc) as a result of an exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any another class or series of the Company's capital stock Capital Stock, (d) payments under the Xxxxxxxxxx Guarantee related to the Capital Securities issued by the Xxxxxxxxxx Capital Trust holding Securities of such series, and (e) purchases, repurchases, redemptions or other acquisitions of shares of Common Stock in connection with any class or series of the Company's indebtedness benefit plans for any class its directors, officers or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockemployees). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interest, extend such Extension Period; provided that no Event of Default has occurred and is continuing and provided further, that no such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities, to extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders Trustee and the Property Trustee and the Administrative Trustees of the Xxxxxxxxxx Capital Trust holding Securities of such series and the Trustee notice of its election to begin of any such Extension Period (or an extension thereof) at least one five Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day Days prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Securities of such Issuer Xxxxxxxxxx Capital Trust would be payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee Administrative Trustees of such Issuer Xxxxxxxxxx Capital Trust is are required to give notice to any securities exchange or automated quotation system or to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one five Business Day Days prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such seriesSecurities, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of no interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Datebe due and payable. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock, ) or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such series guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) repurchasesdividends or distributions in shares of, redemptions or other acquisitions of options, warrants or rights to subscribe for or purchase shares of capital of, common stock of the Company in connection with Company, (b) any employment contract, benefit plan or other similar arrangement with or for the benefit declaration of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any such plan in the future, or the redemption or repurchase of the Company (or securities convertible into or exercisable for any such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Periodrights pursuant thereto, (bc) payments under any Guarantee and (d) as a result of an a reclassification of the Company's capital stock or the exchange or the conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any another class or series of the Company's capital stock, ; (ce) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion or exchange provisions of such capital stock or the security being converted exchanged or exchanged, converted; and (df) any declaration purchases of a dividend in connection with any Rights Plan, or common stock related to the issuance of rights, common stock or other property rights under any Rights Planof the Company's benefit plans for its directors, officers or employees or any of the redemption or repurchase of rights pursuant thereto, or (e) any Company's dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockreinvestment plans). Prior to that Before the termination of any such Extension Period, the Company may further defer the payment payments of interestinterest by further extending such period, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, but each installment the Company shall give written notice to the Administrative Trustees of interest that would otherwise have been due such Trust, the Property Trustee of such Trust and payable during the Trustee of its selection of such Extension Period shall bear Additional Interest as and (or an extension thereof) at least five Business Days before the earlier of (i) the date on which distributions on the Trust Securities issued by such Trust would have been payable except for the election to begin or extend such Extension Period, or (ii) the extent as may be specified as contemplated date the Administrative Trustees are required to give notice of 37 the record date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by Section 3.1the Trust, but in any event at least five Business Days before such record date. The If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities of such series and the Trustee written notice of its election to begin any selection of such Extension Period at least one 10 Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to Days before the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferralInterest Payment Date, and or (ii) the date on which the Property Trustee of such Issuer Trust Company is required to give notice to holders of such Capital Securities of the record or payment date or of such interest payment to any national securities exchange. There is no limitation on the date such Distributions are payable, but in any event not less than one Business Day prior number of times that the Company may elect to such record datebegin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 301 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer extend the interest payment of interest on period for such Securities for such period or periods as may be specified as contemplated by Section 301 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At , and at the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities thereon (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to the foregoing (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital common 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 Extension Period, (b) as a result of an exchange redemptions or conversion purchases of any class or series of rights pursuant to the Company's capital stock (Rights Plan, or any capital stock of a Subsidiary of successor to such Rights Plan, and the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend of such rights in connection with any Rights Planthe future, or the issuance of rights, stock or other property and (c) payments under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockHartford Guarantee). Prior to that the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event such Extension Period together with all such previous and further extensions of Default has occurred and is continuing and provided further, that no such Extension Period shall not exceed the period or periods so specified in such Securities, or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Datedue, the Company may elect to begin select a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any selection of such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer a Hartford Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which the Distributions on the Capital Preferred Securities of such Issuer Hartford Trust would be are payable but for such deferral, and or (ii) the date on which the Property Trustee Administrative Trustees of such Issuer Hartford Trust is are required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period to the Holders of the Outstanding outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 3.01 with respect to the Securities of a particular series, so long as provided that no Event of Default has occurred and is continuingcontinuing with respect to such Securities, the Company shall have the right, at any time or from time to time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.01 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall may extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during these Securities. During any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest principal, interest, or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in all respects interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest to the Securities of such series (other than (a) repurchasesdividends or distributions in common stock of the Company, redemptions (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or other the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the applicable Company Guarantee, (d) purchases or acquisitions of shares of capital stock of the Company Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock contractual obligation of the Company (other than a contractual obligation ranking pari passu with or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior junior to the applicable Extension Periodthese Securities, (be) as a result of an a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any another class or series of the Company's capital stock, or (cf) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period; provided, provided that no Event of Default has occurred and is continuing and provided furtherhowever, that no Extension Period shall exceed the period or periods specified in -41- such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series Trustee and the Property Trustee notice of its election to begin any such Extension Period (or an extension thereof) at least one three Business Day Days prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer a Highlands Capital Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which the Distributions on the Capital Trust Securities of such Issuer Highlands Capital Trust would be have been payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee of Administrative Trustees or such Issuer Highlands Capital Trust is are required to give notice to any automated quotation system or to holders of such Capital Trust Securities of the record date or the date such Distributions are payable, but in any event not less than one three Business Day Days prior to such record date. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the Outstanding Securities of such seriesPeriod.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so (a) So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such seriesthe Securities, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other interest periods that equal ten years 20 consecutive quarterly periods with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such seriesSecurities; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities, including the Company's obligations associated with the Preferred Securities or (iii) redeem, purchase or acquire less than all of such series the Securities or any of the Preferred Securities (other than (aA) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Periodplan, (bB) as a result of a reclassification, an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (cC) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (dD) 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, or (eE) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securitiestwenty (20) consecutive quarterly periods, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1Interest. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an the Issuer Trust, so long as any such Securities are held by such the Issuer Trust, at least one Business Day prior to the earlier of (ix) the next - 48 - succeeding date on which Distributions (as defined in the Trust Agreement) on the Capital Preferred Securities of such the Issuer Trust would be payable but for such deferral, and (iiy) the date on which the Property Trustee of such the Issuer Trust is required to give notice to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. . (b) The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such seriesSecurities.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 301 with respect to the Debt Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Debt Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten five years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1301, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Debt Securities (together with Additional Interest thereon, if any, at the rate specified for the Debt Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Debt Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Debt Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, consultants or in connection with a dividend reinvestment or stockholder shareholder stock purchase plan or in connection with 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 Extension Periodplan, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's then outstanding indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in the form of capital stock in connection with any Rights Plan, or the issuance of rights, rights to capital stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Debt Securities, extend beyond the Stated Maturity of the principal of such Debt Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1301. The Company shall give the Holders of the Debt Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Debt Securities of such series would be payable but for such deferral or, with respect to any Debt Securities of a series issued to an Issuer a Trust, so long as any such Debt Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Trust Preferred Securities of such Issuer Trust would be payable but for such deferral, deferral and (ii) the date on which the Property Trustee of such Issuer Trust is required to give notice to holders of such Capital Trust Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Debt Securities of such series.] [Section 313. Right to Set-off. With respect to the Debt Securities of a series initially issued to a Trust, notwithstanding anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required to make in respect of any such Debt Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee relating to such Debt Security or to a holder of Trust Preferred Securities pursuant to an action undertaken under Section 808 of this Indenture.]

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, and so long as the Consolidated Interest Coverage Ratio of the Company for the Reference Period immediately preceding what would (but for the Extension Period, defined below) otherwise be an Interest Payment Date shall be less than 1.50 to 1, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including securities other than the Securities of such series) that ranks pari passu in all respects with or in interest to the Securities of such series, or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee rank pari passu in all respects with or junior Junior in interest to the Securities securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of distributions in capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital which includes common and preferred stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period), (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance implementation of rights, stock or other property under any Rights Plana stockholders' rights plan, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Xxxxxxxxxx Guarantee related to the Preferred Securities issued by the Xxxxxxxxxx Industries Trust holding Securities of such series, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees) or (eiii) any dividend in redeem, purchase or acquire less than all of the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise Securities of such warrants, options series or other rights is any of the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)Preferred Securities. Prior to that the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period, provided that no Event of Default has occurred and is continuing and provided further, that no such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities, to extend beyond the Stated Maturity of the principal of such Securities or end on a date other than and, provided further, that any such Extension Period may continue only so long as (x) no Event of Default has occurred and is continuing, and (y) the Consolidated Interest Coverage Ratio of the Company for the Reference Period immediately preceding what would (but for such Extension Period) otherwise be an Interest Payment DateDate is less than 1.50 to 1. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders Trustee, the Property Trustee and the Administrative Trustees of the Securities Xxxxxxxxxx Industries Trust holding securities of such series and the Trustee notice of its election to begin of any such Extension Period (or an extension thereof) at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business business Day prior to the earlier of (i) the next - 48 - succeeding occurring date on which Distributions on the Capital Preferred Securities of such Issuer Xxxxxxxxxx Industries Trust would be payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee of such Issuer Trust is Administrative Trustees are required to give notice to the American Stock Exchange, the New York Stock Exchange, the Nasdaq Stock Market or other applicable stock exchange or automated quotation system on which the Preferred Securities are then listed or quoted or to holders of such Capital Preferred Securities as of the record date or (iii) the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the holders of the Securities. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders holders of the Outstanding outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such seriesthe Debentures, from time to time to defer the payment of interest on such Securities the Debentures for such up to 20 consecutive quarterly interest payment periods with respect to each deferral period or periods (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period), during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities Debentures (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series 7.0%, to the extent permitted by applicable law)) to the Persons in whose names the Debentures are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such seriesDebentures; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or of, premium, if any, or interest on or repay, repurchase or redeem any debt securities security of the Company that rank ranks pari passu in all respects with or junior in interest to the Securities Debentures or (iii) make any guarantee payments with respect to any guarantee by the Company of such series the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the Debentures (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (db) any declaration of a dividend in connection with any Rights Plan, or the issuance implementation of rights, stock or other property under any a Rights Plan, or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan, (c) payments under the Guarantee with respect to such Debenture and (d) 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, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan or related to the issuance of Common Stock (eor securities convertible or exchangeable for Common Stock) any dividend as consideration in an acquisition transaction that was entered into prior to the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise commencement of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockExtension Period). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period 20 consecutive quarterly periods or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Datethe Debentures. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof. If the Property Trustee shall be the sole Holder of the Debentures, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series Administrative Trustees and the Property Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the earlier of (i) the next succeeding Interest Payment Date date on which interest Distributions on the Preferred Securities of such series the Trust would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, and or (ii) the date on which the Property Trustee Administrative Trustees of such Issuer the Trust is are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. If the Property Trustee shall not be the sole Holder of the Debentures, the Company shall give Holders written notice of its election to begin any such Extension Period at least ten Business Days prior to the earlier of (i) the next succeeding date Interest Payment Date or (ii) the date the Company is required to give notice to any securities exchange or other applicable self-regulatory organization or to Holders of the record date or the date of such Interest Payment Date. Notwithstanding any other provision of this Indenture, for all purposes under this Indenture Distributions on the Debentures shall not be deemed payable, and the deferral of Distributions shall not constitute an Event of Default, at any time during which an Extension Period is in effect. The Trustee shall promptly give notice notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such seriesDebentures.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or make any guarantee payment with respect thereto, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Securities other than the Securities of such series) that ranks pari passu with or junior to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Compass Guarantees other than the Compass Guarantee related to the Capital Securities issued by the Compass Trust holding Securities of such series) if such guarantee rank pari passu in all respects with or junior in interest to the Securities securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in additional shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid paid, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or ranks pari passu with the issuance of stock under any such plan in the future or junior the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Compass Guarantee related to the Capital Securities issued by the Compass Trust holding Securities of such stockseries, (d) 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), and (e) the payment of dividends by a Subsidiary to the Company. Prior to that the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period, provided that no Event of Default has occurred and is continuing and provided further, that no such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities, to extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders Trustee, the Property Trustee and the Administrative Trustees of the Compass Trust holding Securities of such series and the Trustee notice of its election to begin of any such Extension Period (or an extension thereof) at least one five Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day Days prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Securities of such Issuer Compass Trust would be payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee Administrative Trustees of such Issuer Compass Trust is are required to give notice to any automated quotation system or to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one five Business Day Days prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the The Company shall have the right, at any time during the term of such seriesthe Debentures, so long as no Debenture Event of Default has occurred and is continuing, from time to time to defer extend the interest payment of interest on such Securities period for such period or periods (each an "Extension Period") not the Debentures for up to exceed the number of 20 consecutive quarterly, semi-annual or other periods that equal ten years quarters with respect to each Extension Perioddeferral period (each, an "EXTENSION PERIOD") during which Extension Periods periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to not make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At , and at the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities thereon (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series Debentures, to the extent permitted by applicable law); provided, howeverPROVIDED, HOWEVER, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (ia) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, stock or (iib) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank pari passu in all respects PARI PASSU with or junior in interest to the Securities of such series Debentures (other than (ai) repurchasesany dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including capital stock) that rank PARI PASSU with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (ii) redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit purchases of any one or more employees, officers, directors or consultants, in connection with rights pursuant to a stockholder rights agreement and the declaration of a dividend reinvestment of such rights or stockholder stock purchase plan or in connection with the issuance of capital preferred stock under such plan in the future, (iii) payments under the Guarantee, (iv) purchases of Common Stock related to the issuance of Common Stock under any of the Company (Company's benefit plans for its directors, officers or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Periodemployees, (bv) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series reclassification of the Company's capital stock or the exchange or conversion of any one series or class or series of the Company's indebtedness for any class or series of the Company's capital stock, stock for another series or class of the Company's capital stock and (cvi) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided PROVIDED that no Event of Default has occurred and is continuing and provided further, that no such Extension Period shall exceed the period 20 consecutive quarters or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateDebentures. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Datedue, the Company may elect to begin select a new Extension Period, subject to the above conditionsrequirements. No interest or interest, including Additional Interest Interest, if any, shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of Trustee, the Securities of such series Property Trustee and the Trustee Administrative Trustees written notice of its election to begin any selection of such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding record date on which Distributions for the date the distributions on the Capital Preferred Securities of the Trust (or if no, Preferred Securities are outstanding, for the date interest on the Debentures) would have been payable except for the election to begin such Issuer Trust would be payable but for such deferral, Extension Period and (ii) the date on which the Property Trustee of such Issuer Trust (or, if no Preferred Securities are outstanding, the Trustee) is required to give notice to NYSE or other applicable self-regulatory organization or to holders of such Capital Preferred Securities (or, if no Preferred Securities are outstanding, to the Holders of the such Debentures) of such record date or the date such Distributions are payabledate, but in any event not less than one Business Day prior to such record date. Such notice shall specify the period selected. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period to the Holders of the Outstanding Securities of such seriesoutstanding Debentures and Preferred Securities.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law)) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of such Issuer Trust is required to give notice to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.any

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 301 with respect to the Debt Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Debt Securities for such period or periods as may be specified as contemplated by Section 301 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period), during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1301, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Debt Securities (together with Additional Interest thereon, if any, at the rate specified for the Debt Securities of such series to the extent permitted by applicable law); providedPROVIDED, howeverHOWEVER, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Debt Securities of such series; and provided furtherPROVIDED FURTHER, howeverHOWEVER that, thatunless otherwise specified as contemplated by Section 301, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu PARI PASSU in all respects with or junior in interest to the Debt Securities of such series (except for any partial payments of interest with respect to and permitted under the Debt Securities of such series), or (ii) declare or pay any dividends or distributions, or redeem, purchase, acquire or make a liquidation payment on, any of the Company's capital stock (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors directors, consultants or consultantsindependent contractors, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with 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 Extension Period, (b) as a result of an exchange exchange, redemption or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary subsidiary of the Company) for any other class or series of the Company's capital stock stock, or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security securities being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) any payment by the Company under any Guarantee Agreement, or (ef) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu PARI PASSU with or junior to such stock). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interest, provided PROVIDED that no Event of Default has occurred and is continuing continuing, and provided furtherPROVIDED, FURTHER that no Extension Period shall exceed the period or periods specified in such Securities, Debt Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateDebt Securities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension PeriodPeriod (except for any partial payments of interest with respect to and permitted under the Debt Securities of such series), except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1301. The Company shall give the Holders of the Debt Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Debt Securities of such series would be payable but for such deferral or, with respect to any Debt Securities of a series issued to an Issuer Trust, so long as any such Debt Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Trust Securities of such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of such Issuer Trust is required to give notice to holders of such Capital Trust Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Debt Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 301 with respect to the Debt Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Debt Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten five years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1301, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Debt Securities (together with Additional Interest thereon, if any, at the rate specified for the Debt Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Debt Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Debt Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, consultants or in connection with a dividend reinvestment or stockholder shareholder stock purchase plan or in connection with 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 Extension Periodplan, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's then outstanding indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in the form of capital stock in connection with any Rights Plan, or the issuance of rights, rights to capital stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Debt Securities, extend beyond the Stated Maturity of the principal of such Debt Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1301. The Company shall give the Holders of the Debt Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Debt Securities of such series would be payable but for such deferral or, with respect to any Debt Securities of a series issued to an Issuer a Trust, so long as any such Debt Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions (as defined in the applicable Trust Agreement) on the Capital Trust Preferred Securities of such Issuer Trust would be payable but for such deferral, deferral and (ii) the date on which the Property Trustee of such Issuer Trust is required to give notice to holders of such Capital Trust Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Debt Securities of such series.] Section 313. [Right to Set-off. With respect to the Debt Securities of a series initially issued to a Trust, notwithstanding anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required to make in respect of any such Debt Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee relating to such Debt Security or to a holder of Trust Preferred Securities pursuant to an action undertaken under Section 808 of this Indenture.]

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten five years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder shareholder stock purchase plan or in connection with 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 Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Preferred Securities of such Issuer Trust would be payable but for such deferral, and (ii) the record date on which for determining the Property Trustee of such Issuer Trust is required to give notice to holders of such Capital Preferred Securities of the record date or the date entitled to such Distributions are payable, but in any event not less than one Business Day prior to such record dateon the Preferred Securities. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to ---------------- exceed the number of consecutive quarterly, semi-annual or other periods that equal ten five years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, have the right to make no payments or partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit or incentive plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with 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 Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockstock or (f) payments by the Company under the Guarantee). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, and (ii) the record date on which for determining the Property Trustee of such Issuer Trust is required to give notice to holders of such Capital Securities of the record date or the date entitled to such Distributions are payable, but in any event not less than one Business Day prior to such record dateon the Capital Securities. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as ----------------------------------- contemplated by Section 2.1 or Section 3.1 3.01 with respect to the Securities of a particular series, so long as provided that no Event of Default has occurred and is continuingcontinuing with respect to such Securities, the Company shall have the right, at any time or from time to time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.01 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall may extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during these Securities. During any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest principal, interest, or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu in all respects ---- ----- with or junior in interest to the Securities of such series or (other than iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (aincluding Other Guarantees) repurchasesif such guarantee ranks pari passu with or junior in interest to the Securities of such ---- ----- Company, redemptions (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or other the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the applicable Company Guarantee, (d) purchases or acquisitions of shares of capital stock of the Company Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock contractual obligation of the Company (other than a contractual obligation ranking pari passu with or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior junior to the applicable Extension Periodthese Securities, (be) as a result of an a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any another class or series of the Company's capital stock, or (cf) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period; provided, provided that no Event of Default has occurred and is continuing and provided furtherhowever, that no -------- ------- Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series Trustee and the Property Trustee notice and issue a press release of its election to begin any such Extension Period (or an extension thereof) at least one five Business Day Days prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer a Commonwealth Bankshares Capital Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which the Distributions on the Capital Trust Securities of such Issuer Commonwealth Bankshares Capital Trust would be have been payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee of Administrative Trustees or such Issuer Commonwealth Bankshares Capital Trust is are required to give notice to any automated quotation system or to holders of such Capital Trust Securities of the record date or the date such Distributions are payable, but in any event not less than one five Business Day Days prior to such record date. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the Outstanding Securities of such seriesPeriod.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to The Company shall have the Securities right, at any time during the term of a particular seriesthe Debentures, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer extend the interest payment of interest on such Securities period for such the Debentures for up to 20 consecutive quarters with respect to each deferral period or periods (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods periods the Company shall, if so specified as contemplated by Section 3.1, Com pany shall have the right to not make partial payments of interest (including any Liquidated Damages) on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At , and at the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities thereon (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series Debentures to the extent permitted by applicable law); , provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (ia) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, stock or (iib) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series Debentures (other than (ai) repurchasesany dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (ii) redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit purchases of any one rights pursuant to the Company's Shareholders Rights Plan, or more employeesany successor to such Shareholders Rights Plan, officers, directors or consultants, in connection with and the declaration of a dividend reinvestment of such rights or stockholder stock purchase plan or in connection with the issuance of capital preferred stock under such plans in the future, (iii) payments under the Guarantee, (iv) purchases of Common Stock related to the issuance of Common Stock under any of the Company (Company's benefit plans for its directors, officers or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Periodemployees, (bv) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series reclassification of the Company's capital stock or the exchange or conversion of any one series or class or series of the Company's indebtedness for any class or series of the Company's capital stock, stock for another series or class of the Company's capital stock and (cvi) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no such Extension Period shall exceed the period 20 consecutive quarters or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateDebentures. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Datedue, the Company may elect to begin select a new Extension Period, subject to the above conditionsrequirements. No interest or including Additional Interest and Liquidated Damages, if any, shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of Trustee, the Securities of such series Property Trustee and the Trustee Administrative Trustees notice of its election to begin any selection of such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding record date on which Distributions for the date the distribu tions on the Capital Preferred Securities of the Trust (or if no Preferred Securities are outstanding, for the date interest on the Debentures) would have been payable except for the election to begin such Issuer Trust would be payable but for such deferral, Extension Period and (ii) the date on which the Property Trustee of such Issuer Trust (or, if no Preferred Securities are outstanding, the Trustee) is required to give notice to the NYSE or other applicable self-regulatory organization or to holders of such Capital Preferred Securities (or, if no Preferred Securities are outstanding, to the holders of the such Debentures) of such record date or the date such Distributions are payabledate, but in any event not less than one Business Day prior to such record date. Such notice shall specify the period selected. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period to the Holders of the Outstanding Securities of such seriesoutstanding Debentures.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including other Securities) that rank pari passu in all respects with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company payments in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, securities junior in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with 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 interest to the applicable Extension PeriodSecurity, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, any Common Stock of any class or series of preferred stock or other property of the Company under any Rights Plan, Plan in the future or the redemption or repurchase of any rights pursuant thereto, (c) payments under any USF&G Guarantee, (d) 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, (e) payments made on any dividend in series of Securities upon the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise stated maturity of such warrantsSecurities and (f) payments of accrued dividends (and cash in lieu of fractional shares) upon conversion into common stock of any convertible preferred stock of the Company of any series now or hereinafter outstanding, options or other rights is in accordance with the same stock as that on which the dividend is being paid or ranks pari passu with or junior to terms of such stock.). Prior to that the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series Property Trustee and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which the Distributions on the Capital Securities of such Issuer USF&G Trust would be have been payable but except for the election to begin such deferral, and Extension Period or (ii) the date on which the Property Trustee of such Issuer USF&G Trust is required to give notice to any applicable self-regulatory organization or to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. For purposes hereof, the Company's Senior Debt shall not be deemed to be pari passu with the Securities. The Trustee Trustee, at the expense of the Company, shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other interest periods that equal ten five years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series series, [if applicable, insert - including the Company's obligations associated with the Outstanding Capital Securities] (other than (aA) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Period, (bB) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (cC) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (dD) 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, or (eE) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (ix) the next - 48 - succeeding date on which Distributions (as defined in the Trust Agreement) on the Capital Securities of such Issuer Trust would be payable but for such deferral, and (iiy) the date on which the Property Trustee of such Issuer Trust is required to give notice to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 301 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer extend the interest payment of interest on period for such Securities for such period or periods as may be specified as contemplated by Section 301 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At , and at the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities thereon (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to the foregoing (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital common 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 Extension Period, (b) as a result of an exchange redemptions or conversion purchases of any class or series of rights pursuant to the Company's capital stock (Rights Plan, or any capital stock of a Subsidiary of successor to such Rights Plan, and the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend of such rights in connection with any Rights Planthe future, or the issuance of rights, stock or other property and (c) payments under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockChubb Guarantee). Prior to that the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event such Extension Period together with all such previous and further extensions of Default has occurred and is continuing and provided further, that no such Extension Period shall not exceed the period or periods so specified in such Securities, or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Datedue, the Company may elect to begin select a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any selection of such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer a Chubb Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which the Distributions on the Capital Preferred Securities of such Issuer Chubb Trust would be are payable but for such deferral, and or (ii) the date on which the Property Trustee Administrative Trustees of such Issuer Chubb Trust is are required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period to the Holders of the Outstanding outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 2.01 or Section 3.1 2.02 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 2.01 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Dateinterest payment date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Sums, Additional Interest, Compounded Interest and Special Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu with or junior in all respects interest to the Securities of such series or make any guarantee payments with respect to any Bear Xxxxxxx Guarantee or other guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of distributions in capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Period, Company; (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, capital stock or other property of the Company under any Rights Plan, or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan; (c) payments under any Bear Xxxxxxx Guarantee (as defined herein and in the Existing Indenture); (d) 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; and (e) any dividend in payments of interest pursuant to the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockEPICS Loan Agreement). Prior to that the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Sums, Additional Interest, Compounded Interest and Special Interest then due on any Interest Payment Dateinterest payment date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders holders of the Securities of such series and the Trustee notice of its election to begin or extend any such Extension Period at least one five Business Day Days prior to the next succeeding Interest Payment Date interest payment date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer Trust, a Bear Xxxxxxx Trust so long as any such Securities are held by such Issuer Trust, at least one Business Day Bear Xxxxxxx Trust prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Preferred Securities of such Issuer Bear Xxxxxxx Trust would be payable but for such deferral, and or (ii) the date on which the Property Trustee of such Issuer Bear Xxxxxxx Trust is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one five Business Day Days prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders holders of the Outstanding outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1, but not less than 20 consecutive quarters (each each, an "Extension “Deferral Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period”), during which Extension Deferral Periods the Company shall, shall if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. The Company shall exercise such right to defer the payment of the interest on such Securities at its option or when directed to do so by the Federal Reserve. No Extension Deferral Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Deferral Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Deferral Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, unless otherwise specified as contemplated by Section 3.4, that during any such Extension Deferral Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions onon any shares of the Company’s capital stock, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital ’s preferred stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Company that rank ranks pari passu in all respects with or junior in interest to the Securities of such series (except for partial payments of interest with respect to such series of Securities) or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu in all respects with or junior in interest to the securities of such series (other than (a) repurchasesany repurchase, redemptions redemption or other acquisitions acquisition of shares of the Company’s capital stock of the Company in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors directors, consultants or consultantsindependent contractors, (2) the satisfaction of the Company’s obligations pursuant to any contract entered into in connection with the ordinary course prior to the beginning of the Deferral Period, (3) a dividend reinvestment or stockholder stock purchase plan plan, or in connection with (4) the issuance of the Company’s capital stock of the Company (stock, or securities convertible into or exercisable for such capital stock) , as consideration in an acquisition transaction entered into prior to the applicable Extension Deferral Period, ; (b) as a result of an exchange any exchange, redemption or conversion of any class or series of the Company's ’s capital stock (stock, or any the capital stock of a Subsidiary one of its subsidiaries, for any other class or series of the Company) for ’s capital stock, or any class or series of the Company's capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's its capital stock, ; (c) the any purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security securities being converted or exchanged, ; (d) any declaration of a dividend in connection with any Rights Planrights plan, or the issuance of rights, stock or other property under any Rights Planrights plan, or the redemption or repurchase of rights pursuant thereto, ; (e) payments under any Bridge Bancorp Guarantee executed for the benefit of the holders of the Trust Preferred Securities; or (ef) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu equally with or junior to such stock). Prior to that the termination of any such Extension Deferral Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Deferral Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Deferral Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Deferral Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Deferral Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of Trustee, the Securities of such series Property Trustee and the Trustee each Paying Agent notice of its election to begin or extend any such Extension Deferral Period at least one ten Business Day Days prior to the next succeeding Interest Payment Date on which interest on the Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of such Issuer Trust is required to give notice to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record dateseries. The Trustee shall promptly give notice of the Company's ’s election to begin or extend any such Extension Deferral Period to the Holders of the Outstanding Securities of such series, unless otherwise specified with respect to such series in accordance with Section 3.1.

Deferrals of Interest Payment Dates. If specified as ------------------------------------ contemplated by Section 2.1 2.01 or Section 3.1 3.01 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.01 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the ---------------- Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law)) to the Persons in whose names such Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall extend -------- ------- beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, that during any such Extension Period, the Company shall not, ---------------- and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Company that rank ranks pari ---- passu in all respects with or junior in interest to the Securities of such series or (iii) make ----- any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu ---- ----- with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (db) any declaration of a dividend in connection with any Rights Plan, or the issuance implementation of rights, stock or other property under any a Rights Plan, or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan, (c) payments under the Guarantee with respect to such Security, and (d) 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, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan, or related to the issuance of Common Stock (eor securities convertible or exchangeable for Common Stock) any dividend as consideration in an acquisition transaction that was entered into prior to the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise commencement of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockExtension Period). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give notify the Property Trustee, the Administrative Trustees, the Trustee and if the Property Trustee is not the sole Holder of the Securities of such series, the Holders of the Securities of such series and the Trustee notice Series, of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Trust Securities of such Issuer Trust would be payable but for such deferral, and in the absence of the deferral election; (ii) the date on which the Property Trustee Administrative Trustees of such Issuer Trust is are required to give notice to holders any securities exchange or quotation system on which the Preferred Securities of such Capital Securities Trust are then listed or quoted or to the Holders of the record date or the date such Distributions are payable, but in any event not less than Securities; and (iii) one Business Day prior to such record date. The Trustee shall promptly give notice notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law)) to the Persons in whose names that Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Company that rank ranks pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of distributions in the capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension PeriodCompany, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance implementation of rights, stock or other property under any a Rights Plan, or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan, (c) payments under any Mellon Guarantee, and (d) 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, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan, or related to the issuance of Common Stock (eor securities convertible into or exchangeable for Common Stock) any dividend as consideration in an acquisition transaction that was entered into prior to the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise commencement of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockExtension Period). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer a Mellon Trust, so long as any such Securities are held by such Issuer Mellon Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Preferred Securities of such Issuer Mellon Trust would be payable but for such deferral, and deferral or (ii) the date on which the Property Trustee Administrative Trustees of such Issuer Mellon Trust is are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 2.01 or Section 3.1 2.02 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 2.01 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Dateinterest payment date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Sums, Additional Interest, Compounded Interest and Special Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu with or junior in all respects interest to the Securities of such series or make any guarantee payments with respect to any Bear Stearns Guarantee or other guarantee by the Company of the debt securixxxx xx any Subsidiary of the Company that by their terms rank pari passu or junior in interest to the Securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Period, ; (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, any common stock of any class or other property series of preferred stock of the Company under any Rights Plan, Plan or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan; (c) payments under any Bear Stearns Guarantee; (d) purchases of common stock related to the ixxxxxxx of common stock or rights under any of the Company's benefit plans for its directors, officers or employees; and (e) any dividend in payments of interest pursuant to the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockEPICS Loan Agreement). Prior to that the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Sums, Additional Interest, Compounded Interest and Special Interest then due on any Interest Payment Dateinterest payment date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders holders of the Securities of such series and the Trustee notice of its election to begin or extend any such Extension Period at least one five Business Day Days prior to the next succeeding Interest Payment Date interest payment date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer Trust, a Bear Stearns Trust so long as any such Securities are held by such Issuer Trust, at least one Business Day Bear Stearxx Xxxst prior to the earlier of (i) the next - 48 - succeeding date on which daxx xx xhich Distributions on the Capital Securities of such Issuer Bear Stearns Trust would be payable but for such deferral, and or (ii) the date on which the dxxx xxx Property Trustee of such Issuer Bear Stearns Trust is required to give notice to any securities excxxxxx or other applicable self-regulatory organization or to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one five Business Day Days prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders holders of the Outstanding outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten five years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder shareholder stock purchase plan or in connection with 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 Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of such Issuer Trust is required to give notice to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.to

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to The Company shall have the Securities right, at any time during the term of a particular seriesthe Debentures, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer extend the interest payment of interest on such Securities period for such the Debentures for up to 20 consecutive quarters with respect to each deferral period or periods (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to not make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At , and at the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities thereon (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series Debentures, to the extent permitted by applicable law); , provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (ia) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, stock or (iib) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series Debentures (other than (ai) repurchasesany dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (ii) redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit purchases of any one or more employees, officers, directors or consultants, in connection with rights pursuant to any Rights Agreement and the declaration of a dividend reinvestment of such rights or stockholder stock purchase plan or in connection with the issuance of capital preferred stock under such plans in the future, (iii) payments under the Guarantee, (iv) purchases of Company Common Stock related to the issuance of Company Common Stock under any of the Company (Company's benefit plans for its directors, officers or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Periodemployees, (bv) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series reclassification of the Company's capital stock or the exchange or conversion of any one series or class or series of the Company's indebtedness for any class or series of the Company's capital stock, stock for another series or class of the Company's capital stock and (cvi) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no such Extension Period shall exceed the period 20 consecutive quarters or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateDebentures. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Datedue, the Company may elect to begin select a new Extension Period, subject to the above conditionsrequirements. No interest or interest, including Additional Interest Interest, if any, shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of Trustee, the Securities of such series Property Trustee and the Trustee Administrative Trustees written notice of its election to begin any selection of such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding record date on which Distributions for the date the distributions on the Capital Preferred Securities of the Trust (or if no, Preferred Securities are outstanding, for the date interest on the Debentures) would have been payable except for the election to begin such Issuer Trust would be payable but for such deferral, Extension Period and (ii) the date on which the Property Trustee of such Issuer Trust (or, if no Preferred Securities are outstanding, the Trustee) is required to give notice to NYSE or other applicable self-regulatory organization or to holders of such Capital Preferred Securities (or, if no Preferred Securities are outstanding, to the Holders of the such Debentures) of such record date or the date such Distributions are payabledate, but in any event not less than one Business Day prior to such record date. The Trustee Such notice shall promptly give notice of specify the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such seriesperiod selected.

Deferrals of Interest Payment Dates. If the Securities of a particular series are to be deposited as trust assets in a CCCI Capital Trust and as specified as contemplated by Section 2.1 or Section 3.1 301 with respect to the Securities of a particular such series, so long as provided that no Event of Default has occurred and is continuingcontinuing with respect to such Securities, the Company shall have the right, at any time or from time to time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional interest thereon accrued at a [floating] [fixed rate equal to % per annum], compounded [monthly] [quarterly] [semi-annually] from the relevant Interest thereonPayment Date, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall may extend beyond the Stated Maturity of the principal these Securities. During an Extension Period, interest will continue to accrue and Holders of the Securities of such series; and provided further, however, that, during will be required to accrue interest income for U.S. Federal income tax purposes. During any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stockstock (which includes the Common Stock and the Preferred Stock), or (ii) make any payment of principal of or interest principal, interest, or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including other Securities) that rank pari passu with or junior in all respects interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities of such series (other than (a) repurchasesdividends or distributions in Common Stock, redemptions (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or other the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the applicable CCCI Capital Trust Guarantee, (d) purchases or acquisitions of shares of capital stock of the Company Common Stock in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock contractual obligation of the Company (other than a contractual obligation ranking pari passu with or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior junior to the applicable Extension Periodthese Securities), (be) as a result of an a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any another class or series of the Company's capital stock, or (cf) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period; provided, provided that no Event of Default has occurred and is continuing and provided furtherhowever, that no Extension Period shall exceed the period [60] [20] [10] consecutive [monthly] [quarterly] or [semi-annual] periods specified in such Securities, or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and Holders, the Trustee notice of its election to begin any such Extension Period (or an extension thereof) at least one three Business Day Days prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer a CCCI Capital Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions the distributions on the Capital Common Securities and the Preferred Securities of such Issuer CCCI Capital Trust would be have been payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee regular trustees of such Issuer CCCI Capital Trust is are required to give notice to any automated quotation system or to holders of such Capital the Common Securities and the Preferred Securities of the record date or the date such Distributions distributions are payable, but in any event not less than one three Business Day Days prior to such record date. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the Outstanding Securities of such series.Period. 41 33 ARTICLE FOUR

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "“Extension Period"”) not to exceed the number of twenty consecutive quarterly, semi-annual or other quarterly periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, have the right to make no payments or partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's ’s capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series (in each case, other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit or incentive plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultantsconsultants of the Company or its Subsidiaries, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) issued as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stock, (c) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockstock or (f) payments by the Company under the Guarantee). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period and is not paid by the Company shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, and (ii) the record date on which for determining the Property Trustee of such Issuer Trust is required to give notice to holders of such Capital Securities of the record date or the date entitled to such Distributions are payable, but in any event not less than one Business Day prior to such record dateon the Capital Securities. The Trustee shall promptly give notice of the Company's ’s election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to The Company shall have the Securities right, at any time during the term of a particular seriesthe Series A Debentures, so long as no Event of Default has occurred and is continuing, from time to time to extend the interest payment period for the Series A Debentures for up to 20 consecutive quarters with respect to each deferral period (each, an "EXTENSION PERIOD") during which periods the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, have the right to not make partial payments of interest (including any Liquidated Damages) on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At , and at the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities thereon (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series Series A Debentures, to the extent permitted by applicable law); , provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (ia) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, stock or (iib) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series Series A Debentures (other than (ai) repurchasesany dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (ii) redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit purchases of any one or more employees, officers, directors or consultants, in connection with rights pursuant to the Company's Shareholder Rights Agreement and the declaration of a dividend reinvestment of such rights or stockholder stock purchase plan or in connection with the issuance of capital stock Company Common Stock under such agreement in the future, (iii) payments under the Guarantee and any similar guarantees issued by the Company on behalf of the holders of Preferred Securities issued by any trust or other issuer holding Debentures of any series, (iv) purchases of Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior Common Stock related to the applicable Extension Periodissuance of Company Common Stock under the Benefits Trust or any of the Company's benefit plans for its directors, officers or employees, (bv) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series reclassification of the Company's capital stock or the exchange or conversion of any one series or class or series of the Company's indebtedness for any class or series of the Company's capital stock, stock for another series or class of the Company's capital stock and (cvi) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no such Extension Period shall exceed the period 20 consecutive quarters or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSeries A Debentures. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or interest, including Additional Interest and Liquidated Damages, if any, shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders Trustee, the Property Trustee and the Administrative Trustees of the Securities of such series and the Trustee Series A Trust written notice of its election to begin any selection of such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding record date on which Distributions for the date the distributions on the Capital Series A Preferred Securities of (or, if no Series A Preferred Securities are outstanding, for the date interest on the Series A Debentures), would have been payable except for the election to begin such Issuer Trust would be payable but for such deferral, Extension Period and (ii) the date on which the Property Trustee of such Issuer Trust (or, if no Series A Preferred Securities are outstanding, the Trustee) is required to give notice to NASDAQ or other applicable self-regulatory organization or to holders of such Capital Series A Preferred Securities (or, if no Series A Preferred Securities are outstanding, to the Holders of the Series A Debentures) of such record date or the date such Distributions are payabledate, but in any event not less than one Business Day prior to such record date. Such notice shall specify the period selected. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period to the Holders of the Outstanding Securities of such seriesoutstanding Series A Debentures and Series A Preferred Securities.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so (a) So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such seriesthe Securities, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other interest periods that equal ten years 20 consecutive quarterly periods with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such seriesSecurities; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities, including the Company's obligations associated with the Preferred Securities and the 9.875% junior subordinated debentures due 2029 issued by the Company on August 2, 1999, which are currently held by Allegiant Capital Trust I or (iii) redeem, purchase or acquire less than all of such series the Securities or any of the Preferred Securities (other than (aA) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, or in connection with a dividend reinvestment or stockholder shareholder stock purchase plan or in connection with 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 Extension Periodplan, (bB) as a result of a reclassification, an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (cC) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (dD) 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, or (eE) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securitiestwenty (20) consecutive quarterly periods, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1Interest. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an the Issuer Trust, so long as any such Securities are held by such the Issuer Trust, at least one Business Day prior to the earlier of (ix) the next - 48 - succeeding date on which Distributions (as defined in the Trust Agreement) on the Capital Preferred Securities of such the Issuer Trust would be payable but for such deferral, and (iiy) the date on which the Property Trustee of such the Issuer Trust is required to give notice to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. . (b) The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such seriesSecurities.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law)) to the Persons in whose names that Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Company that rank ranks pari passu in all respects with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (db) any declaration of a dividend in connection with any Rights Plan, or the issuance implementation of rights, stock or other property under any a Rights Plan, or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan, (c) payments under the Guarantee with respect to such Security, and (d) 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, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan, or related to the issuance of Common Stock (eor securities convertible or exchangeable for Common Stock) any dividend as consideration in an acquisition transaction that was entered into prior to the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise commencement of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockExtension Period). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer a Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, and deferral or (ii) the date on which the Property Trustee Administrative Trustees of such Issuer Trust is are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 301 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period), during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to the foregoing (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock distributions in Common Stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension PeriodCompany, (b) as a result of an exchange redemptions or conversion purchases of any class rights pursuant to the Company's Preferred Stock Purchase Rights Plan, or series any successor to such Preferred Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under any of the Company's capital stock (benefit plans for its directors, officers or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any dividend in government license or franchise held by the form Company or any of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockits Subsidiaries). Prior to that the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer NVP Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (iI) the next - 48 - succeeding date on which the Distributions on the Capital Preferred Securities of such Issuer NVP Trust would be are payable but for such deferral, and or (ii) the date on which the Property Trustee Administrative Trustees of such Issuer NVP Trust is are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Securities other than the Securities of such series) that rank ranks pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Banknorth Guarantees other than the Banknorth Guarantee related to the Capital Securities issued by the Banknorth Trust holding Securities of such series) if such guarantee rank pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock distributions in Common Stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension PeriodCompany, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Planthe implementation of a stockholders' rights plan, or the issuance of rights, stock or other property under any Rights Plan, such plan in the future or the redemption or repurchase of any such rights pursuant thereto, or (ec) any dividend in payments under the form of stock, warrants, options or other rights where Banknorth Guarantee related to the dividend stock or Capital Securities issued by the stock issuable upon exercise Banknorth Trust holding Securities of such warrantsseries, options and (d) purchases of Common Stock related to the issuance of Common Stock or other rights is under any of the same stock as that on which the dividend is being paid Company's benefit plans for its directors, officers or ranks pari passu with or junior to such stockemployees). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period, provided that no Event of Default has occurred and is continuing and provided further, that no such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities, to extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders Trustee, the Property Trustee and the Administrative Trustees of the Banknorth Trust holding Securities of such series and the Trustee notice of its election to begin of any such Extension Period (or an extension thereof) at least one five Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day Days prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Securities of such Issuer Banknorth Trust would be payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee Administrative Trustees of such Issuer Banknorth Trust is are required to give notice to any automated quotation system or to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one five Business Day Days prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the The Company shall ----------------------------------- have the right, at any time during the term of such seriesthe Debentures, from time to time to defer extend the interest payment of interest on such Securities period for such the Debentures for up to [20 consecutive quarters] with respect to each deferral period or periods (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to not make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At , and at the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities thereon (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series Debentures to the extent permitted by applicable law); , provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (ia) declare or pay any dividends or dividend on, make distributions onwith respect to, or redeem, purchase, acquire purchase or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series its Common Stock (other than (ai) repurchases, redemptions purchases or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or Common Stock in connection with the issuance of capital stock of satisfaction by the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Periodof its obligations under any employee benefit plan, (bii) as a result of an a reclassification of the Company's Common Stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) Common Stock for any another class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stockCommon Stock, (ciii) the purchase of fractional interests in shares of the Company's capital stock Common Stock pursuant to the conversion or exchange provisions of such capital stock Common Stock of the Company or the security being converted or exchanged, exchanged or (div) any declaration purchases or acquisitions of a dividend shares of Common Stock to be used in connection with acquisitions of Common Stock by shareholders pursuant to the Company's dividend reinvestment plan) or make any Rights Planguarantee payments with respect to the foregoing and (b) the Company shall not make any payment of principal or premium, or the issuance of rightsif any, stock or other property under any Rights Plan, or the redemption on or repurchase of rights pursuant thereto, or any debt securities (eincluding guarantees) any dividend in other than at stated maturity issued by the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on Company which the dividend is being paid or ranks rank pari passu with or junior to such stock)the Debentures. Prior to that the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period [20 consecutive quarters] or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateDebentures. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Datedue, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, Period except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of Trustee[, the Securities of such series Property Trustee and the Trustee Administrative Trustees (as defined in the Trust Agreement)] notice of its election to begin any such selection of an Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding record date on which Distributions for the date [the distributions on the Capital Preferred Securities of (or if no Preferred Securities are outstanding, for the date] interest on the Debentures[)] would have been payable except for the election to begin such Issuer Trust would be payable but for such deferral, Extension Period and (ii) the date on which the [Property Trustee of such Issuer Trust (or if no Preferred Securities are outstanding, the Debenture] Trustee[)] is required to give notice to the NYSE or other applicable self- regulatory organizations or[ to holders of such Capital Preferred Securities (or, if no Preferred Securities are outstanding,] to the holders of such Debentures[)] of the record date date. Such notice shall specify the period selected. The Company, or the date such Distributions are payableTrustee at the request of the Company, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period to the Holders of the Outstanding Securities of such seriesoutstanding Debentures.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period), during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, that during any such Extension Period, neither the Company shall not or the Guarantor shall, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's its capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company security issued by it that rank ranks pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to any guarantee by the Company or the Guarantor of the debt securities of any Subsidiary of the Company or the Guarantor that by their terms rank pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension PeriodCommon Stock, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, any Common Stock or any class or series of preferred stock of the Company or other property the Guarantor under any Rights Plan or the repurchase of any rights distributed pursuant to a Rights Plan, and (c) purchases of Common Stock related to the issuance of Common Stock under any of the Company's or the redemption Guarantor's benefit plans for their respective directors, officers or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockemployees). Prior to that the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer FPC Capital Trust, so long as any such Securities are held by such Issuer FPC Capital Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Preferred Securities of such Issuer FPC Capital Trust would be payable but for such deferral, and deferral or (ii) the date on which the Property Administrative Trustee of such Issuer FPC Capital Trust is are required to give notice to any securities exchange or other applicable self regulatory organization or to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as provided that no Event of Default has occurred and is continuingcontinuing with respect to the Securities, the Company shall have the right, at any time or from time to time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall may extend beyond the Stated Maturity of the principal these Securities. During an Extension Period, interest will continue to accrue and holders of the Securities of such series; and provided further, however, that, during will be required to accrue interest income for U.S. Federal income tax purposes. During any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company 24 31 (including Other Debt) that rank pari passu with or junior in all respects interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest to the Securities of such series (other than (a) repurchasesdividends or distributions in common stock of the Company, redemptions (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or other the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Guarantee Agreement, (d) purchases or acquisitions of shares of capital stock of the Company Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock contractual obligation of the Company (other than a contractual obligation ranking pari passu with or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior junior to the applicable Extension Periodthese Securities, (be) as a result of an a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any another class or series of the Company's capital stock, or (cf) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period; provided, provided that no Event of Default has occurred and is continuing and provided furtherhowever, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee and the Property Trustee notice of its election to begin any such Extension Period (or an extension thereof) at least one five Business Day Days prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer a Republic New York Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which the Distributions on the Capital Trust Securities of such Issuer Republic New York Trust would be have been payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee Administrative Trustees of such Issuer Republic New York Trust is are required to give notice to any automated quotation system or to holders of such Capital Trust Securities of the record date or the date such Distributions are payable, but in any event not less than one five Business Day Days prior to such record date. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the Outstanding Securities of such seriesPeriod.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law)) to the Persons in whose names that Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Company that rank ranks pari passu in all respects with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (db) any declaration of a dividend in connection with any Rights Plan, or the issuance implementation of rights, stock or other property under any a Rights Plan, or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan, (c) payments under the Guarantee with respect to such Security, and (d) 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, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan, or related to the issuance of Common Stock (eor securities convertible or exchangeable for Common Stock) any dividend as consideration in an acquisition transaction that was entered into prior to the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise commencement of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockExtension Period). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer a Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, and deferral or (ii) the date on which the Property Trustee Regular Trustees of such Issuer Trust is are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 3.01 with respect to the Securities of a particular series, so long as provided that no Event of Default has occurred and is continuingcontinuing with respect to the Securities, the Company shall have the right, at any time or from time to time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.01 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); , provided, however, that no Extension Period shall may extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during these Securities. During any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in all respects interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest to the Securities of such series (other than (a) repurchasesdividends or distributions in common stock of the Company, redemptions (b) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or other the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the applicable BancorpSouth Guarantee, (d) purchases or acquisitions of shares of capital stock of the Company Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock contractual obligation of the Company (other than a contractual obligation ranking pari passu with or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior junior to the applicable Extension Periodthese Securities, (be) as a result of an a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any another class or series of the Company's capital stock, or (cf) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period; provided, provided that no Event of Default has occurred and is continuing and provided furtherhowever, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee and the Property Trustee notice of its election to begin any such Extension Period (or an extension thereof) at least one five Business Day Days prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer a BancorpSouth Capital Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which the Distributions on the Capital Trust Securities of such Issuer BancorpSouth Capital Trust would be have been payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee Administrative Trustees of such Issuer BancorpSouth Capital Trust is are required to give notice to any automated quotation system or to holders of such Capital Trust Securities of the record date or the date such Distributions are payable, but in any event not less than one five Business Day Days prior to such record date. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the Outstanding Securities of such seriesPeriod.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law)) to the Persons in whose names that Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Company that rank ranks pari passu in all respects with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (db) any declaration of a dividend in connection with any Rights Plan, or the issuance implementation of rights, stock or other property under any a Rights Plan, or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan, or (ec) any dividend in payments under the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, Guarantee with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferralSecurity, and (iid) purchases of Common Stock related to the date on which the Property Trustee issuance of such Issuer Trust is required to give notice to holders of such Capital Securities of the record date Common Stock or the date such Distributions are payable, but in rights under any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.benefit plans for its directors,

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 2.01 or Section 3.1 2.02 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 2.01 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Dateinterest payment date. No Extension Period shall end on a date other than an Interest Payment Dateinterest payment date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall cause any Subsidiary not to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu with or junior in all respects interest to the Securities of such series or make any guarantee payments with respect to any Xxxxx Fargo Guarantee or other guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu or junior in interest to the Securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Period, Common Stock; (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, any Common Stock of any class or series of preferred stock or other property of the Company under any Rights Plan, Plan or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan; (c) payments under any Xxxxx Fargo Guarantee; and (d) 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 (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockemployees). Prior to that the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Dateinterest payment date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date interest payment date on which interest on Securities of such series would be payable but for such deferral or, with respect to any the Securities of a series issued to an Issuer a Xxxxx Fargo Trust, so long as any such Securities are held by such Issuer Xxxxx Fargo Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Preferred Securities of such Issuer Xxxxx Fargo Trust would be payable but for such deferral, and or (ii) the date on which the Property Trustee Administrative Trustees of such Issuer Xxxxx Fargo Trust is are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders holders of the Outstanding outstanding Securities of such series.

Deferrals of Interest Payment Dates. (1) If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods (each an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten five years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (aA) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Period, (bB) as a result of a reclassification, an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (cC) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (dD) 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, or (eE) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an the Issuer Trust, so long as any such Securities are held by such the Issuer Trust, at least one Business Day prior to the earlier of (ia) the next - 48 - succeeding date on which Distributions (as defined in the Trust Agreement) on the Capital Securities of such the Issuer Trust would be payable but for such deferral, and (iib) the date on which the Property Trustee of such the Issuer Trust is required to give notice to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. . (2) The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such seriesthe Debentures, from time to time to defer the payment of interest on such Securities the Debentures for such up to 20 consecutive quarterly interest payment periods with respect to each deferral period or periods (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period), during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities Debentures (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series _____%, to the extent permitted by applicable law)) to the Persons in whose names the Debentures are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such seriesDebentures; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or of, premium, if any, or interest on or repay, repurchase or redeem any debt securities security of the Company that rank ranks pari passu in all respects with or junior in interest to the Securities Debentures or (iii) make any guarantee payments with respect to any guarantee by the Company of such series the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the Debentures (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (db) any declaration of a dividend in connection with any Rights Plan, or the issuance implementation of rights, stock or other property under any a Rights Plan, or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan, (c) payments under the Guarantee with respect to such Debenture and (d) 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, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan or related to the issuance of Common Stock (eor securities convertible or exchangeable for Common Stock) any dividend as consideration in an acquisition transaction that was entered into prior to the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise commencement of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockExtension Period). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of such Issuer Trust is required to give notice to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.,

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for up to 20 consecutive quarterly periods or such other period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Securities other than the Securities of such series) that rank ranks pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including ASBC Guarantees other than the ASBC Guarantee related to the Capital Securities issued by the ASBC Trust holding Securities of such series) if such guarantee rank pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension PeriodCommon Stock, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Planthe implementation of a stockholders' rights plan, or the issuance of rights, stock or other property under any Rights Plan, such plan in the future or the redemption or repurchase of any such rights pursuant thereto, or (ec) any dividend in payments under the form of stock, warrants, options or other rights where ASBC Guarantee related to the dividend stock or Capital Securities issued by the stock issuable upon exercise ASBC Trust holding Securities of such warrantsseries, options and (d) purchases of Common Stock related to the issuance of Common Stock or other rights is under any of the same stock as that on which the dividend is being paid Company's benefit plans for its directors, officers or ranks pari passu with or junior to such stockemployees). Prior to that the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period, provided that no Event of Default has occurred and is continuing and provided further, that no such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities, to extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders Trustee, the Property Trustee and the Administrative Trustees of the ASBC Trust holding Securities of such series and the Trustee notice of its election to begin of any such Extension Period (or an extension thereof) at least one five Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day Days prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Securities of such Issuer ASBC Trust would be payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Trustee Administrative Trustees of such Issuer ASBC Trust is are required to give notice to any automated quotation system or to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one five Business Day Days prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, however, that, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension PeriodCommon Stock, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, any Common Stock of any class or series of preferred stock or other property of the Company under any Rights Plan, Plan in the future or the redemption or repurchase of any rights pursuant thereto, (c) payments under any BankAmerica Guarantee, and (d) purchases of Common Stock related to the issuance of Common Stock or (e) rights under any dividend in of the form of stockCompany's benefit plans for its directors, warrants, options officers or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockemployees). Prior to that the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities, Securities or extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series Property Trustee and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which the Distributions on the Capital Securities of such Issuer BankAmerica Trust would be have been payable but except for the election to begin such deferral, and Extension Period or (ii) the date on which the Property Trustee of such Issuer BankAmerica Trust is required to give notice to any applicable self-regulatory organization or to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. For purposes hereof, neither the Company's Senior Debt nor its Senior Subordinated Debt shall be deemed to be pari passu with the Securities. The Trustee Trustee, at the expense of the Company, shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time right during the term of such series, from time to time series to defer the payment of interest on such Securities Securities, at any time and from time to time, for such period or periods as may be specified as contemplated by Section 3.1 (each each, an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date). No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series series, compounded quarterly, to the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided provided, further, howeverthat at any time while an Extension Period is in effect and (i) the Company shortens the Stated Maturity of the principal of such Securities to end before the last day of such Extension Period, thatthen the Extension Period will be deemed to end on the Stated Maturity or (ii) the Company elects to redeem all Outstanding Securities of such Securities before the last day of such Extension Period, then the Extension Period will be deemed to end on such Redemption Date; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects ranks on a parity with or junior in interest right of payment to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks on a parity with or junior in right of payment to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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 Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the a form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon the exercise of such the warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu on parity with or junior in right of payment to such stock), (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Xxxxxx Trust Guarantee related to the Capital Securities issued by the Xxxxxx Trust holding Securities of such series, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees) or (iv) redeem, purchase or acquire less than all of the Securities of such series or any of such Capital Securities. Prior to that the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period, provided that no Event of Default has occurred and is continuing and provided further, that no such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities, to extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment DateSecurities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditionsrequirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders Trustee and the Property Trustee and the Administrative Trustees of the Xxxxxx Trust holding Securities of such series and the Trustee notice of its election to begin of any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to (or an Issuer Trust, so long as any such Securities are held by such Issuer Trust, extension thereof) at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date on which Distributions on the Capital Securities of such Issuer Xxxxxx Trust or the interest on such Securities would be payable but except for the election to begin or extend such deferral, and Extension Period or (ii) the date on which the Property Administrative Trustees are or the Trustee of such Issuer Trust is required to give notice to the New York Stock Exchange or any applicable stock exchange or automated quotation system on which the Capital Securities or the Securities are then listed or quoted or to holders of such Capital Securities or such Securities of the record date or (iii) the date such Distributions are interest is payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such or extend an Extension Period to the Holders of the Outstanding Securities of such series. There is no limitation on the number of times that the Company may elect to begin or extend an Extension Period.