Common use of Exchange of Capital Securities Clause in Contracts

Exchange of Capital Securities. At maturity and at any earlier time or times as established in the terms of Securities of any series as contemplated by Section 3.01, the Securities of a series will be exchanged for Capital Securities with a Market Value equal to 100% of the principal amount of such Securities or, at its option, the Corporation shall pay the principal of such Securities from amounts representing Designated Proceeds (unless, as specified in the Securities and this Indenture, the Securities of such series are earlier redeemed or exchanged and except to the extent the obligation of the Corporation to exchange Capital Securities for Securities of such series is revoked with respect to all or any part of the Securities of such series pursuant to the Securities and Section 17.10). Notice of an Exchange Date shall be given in the manner described in Section 17.04(a). An Exchange Date established pursuant to this paragraph may be accelerated to any date on or after the date 60 days prior to the date so established by a later notice given by the Corporation in the manner prescribed in Section 17.04(b) not less than three Business Days prior to the accelerated Exchange Date. No fractional Capital Securities shall be issued upon exchange for any Securities. If more than one Security of any Series shall be surrendered for exchange at one time by the same holder, the amount of all Capital Securities which shall be issuable upon exchange thereof shall be computed on the basis of the aggregate principal amount of Securities so surrendered. In lieu of issuing any fractional Capital Security, the Corporation shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction of the Market Value of the Capital Security. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the exchange of Securities shall relate, in the case of any Security exchanged or to be exchanged only in part, to the portion of the principal amount of such Security which has been or is to be exchanged. 71 64

Exchange of Capital Securities. At maturity and at any earlier time or times as established in the terms The amount of Capital Securities which are exchangeable for each Security of any series as which is so exchangeable shall be set forth in or established pursuant to a Board Resolution or supplemental indenture contemplated by Section 3.01301 or, the Securities of a series will if not so established, shall be exchanged for Capital Securities with a Market Value equal to 100% of the principal amount of such Security. The Securities orof any series which are exchangeable may be exchanged at the election of the Company, as a whole or from time to time in part, at its option, the Corporation shall pay the principal such time and for such Market Value of such Capital Securities from amounts representing Designated Proceeds (unless, as specified is stated in the Securities and this Indenture, the Securities of such series are earlier redeemed or exchanged and except to the extent the obligation of the Corporation to exchange Capital Securities for Securities of such series is revoked with respect to all or any part terms of the Securities of such series pursuant together with accrued and unpaid interest to the Exchange Date. Such Exchange Date shall be established by notice to the Holders of the Securities and of such series given in the manner described in Section 17.10)1303(a) not less than 90 days nor more than 120 days prior to such Exchange Date. Notice of an such Exchange Date shall also be given in the manner described in Section 17.04(a)1303(a) not less than 90 nor more than 120 days prior to the Stated Maturity of the Securities of any series which are exchangeable. An The Exchange Date so established pursuant to this paragraph may be accelerated to any a date on or after the date not more than 60 days prior to the date so established by a later notice given by the Corporation Company in the manner prescribed in Section 17.04(b1303(b) not less than three Business Days prior to the accelerated Exchange Date. The Company will effect each Secondary Offering such that the closing of such Secondary Offering will occur on the relevant Exchange Date. No fractional Capital Securities shall be issued upon exchange for any Securities. If more than one Security of any Series series shall be surrendered for exchange at one time by the same holderHolder, the amount of all Capital Securities which shall be issuable upon exchange thereof shall be computed on the basis of the aggregate principal amount of Securities of such series so surrendered. In lieu of issuing any fractional Capital Security, the Corporation Company shall pay a cash adjustment in respect of such fraction in an amount equal to to, the same fraction of the Market Value of the Capital Security. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the exchange of Securities shall relate, in the case of any Security exchanged or to be exchanged only in part, to the portion of the principal amount of such Security which has been or is to be exchanged. 71 64.

Exchange of Capital Securities. At maturity and at any earlier time or times as established in the terms The amount of Capital Securities which shall be exchangeable for each Security of any series as contemplated by Section 3.01, the for which Capital Securities of a series will are exchangeable shall be exchanged for Capital Securities with a Market Value equal to 100% of the principal amount of such Securities Security or the Applicable Percentage of such principal amount, as established in or pursuant to a Board Resolution or indenture supplemental hereto as provided in Section 301 or, at its optionif not so established, the Corporation shall pay be Capital Securities with a Market Value equal to the principal amount of such Securities from amounts representing Designated Proceeds (unlessSecurity. Except as otherwise provided in this Section 1302, as specified in unless the Securities and this Indenture, the Securities of such series are earlier redeemed or exchanged and except to the extent the Company's obligation of the Corporation to exchange Capital Securities for Securities of any series for which Capital Securities are exchangeable has been revoked as provided in Section 1309 or the Securities of such series is revoked with respect to are redeemed as provided in Article Eleven, on the Exchange Date for the Securities of such series, the Company shall (i) exchange for all or any part of the Securities of such series pursuant Capital Securities with the Market Value established for the Securities of such series as provided in Section 301, or (ii) if so specified in the terms of the Securities of such series established as provided in Section 301, at the Company's option, pay the principal amount (or the Applicable Percentage thereof) of all or part of the Securities of such series from Optional Available Funds (or funds from any other source to the Securities and Section 17.10extent approved by the Primary Federal Regulator). Notice of an , and, in either case, the Company shall pay or cause to be paid on the Exchange Date to the Persons entitled thereto accrued and unpaid interest to the Exchange Date. The notice prescribed in Section 1303(a) shall be given in the manner described provided in Section 17.04(a). An 1303(a) not less than 90 days nor more than 120 days prior to the Exchange Date established pursuant to this paragraph for the Securities of any series for which Capital Securities are exchangeable. At the Company's option, the Exchange Date may be accelerated to any a date on or after the date not more than 60 days prior to the date so established Stated Maturity of the Securities of such series by a later notice given by the Corporation Company in the manner prescribed provided in Section 17.04(b1303(b) not less than three Business Days prior to the accelerated Exchange Date. If so specified in the terms of the Securities of any series for which Capital Securities are exchangeable established as provided in Section 301 and except as otherwise provided in this Section 1302, unless the Company's obligation to exchange Capital Securities for Securities of 87 97 such series has been revoked as provided in Section 1309 or the Securities of such series are redeemed as provided in Article Eleven, the Company may, at any time at the Company's option, exchange for all or part of the Securities of such series Capital Securities with the Market Value established for the Securities of such series as provided in Section 301, upon not less than 90 days' nor more than 120 days' written notice mailed to the Holders thereof, if the Company shall determine that it is not, or that there is a substantial probability that it will not be, allowed to deduct under Section 163(a) of the Internal Revenue Code of 1986 or any similar successor provision, payments of interest to Holders of the Securities of such series as a result of (a) any change in, or amendment to, or officially proposed change in, or amendment to, the laws (or any regulations, revenue rulings or revenue procedures promulgated thereunder) of the United States or any change in, or officially proposed change in, operation or official interpretation of such laws, rulings or regulations, or (b) any action taken by a taxing authority of the United States on or after the original issue date of the Securities of such series, which action is generally applied or which is taken with respect to the Company, or (c) a decision rendered by a court of competent jurisdiction in the United States on or after the original issue date of the Securities of such series, whether or not such decision was rendered with respect to the Company, or (d) a technical advice memorandum or ruling issued by the United States Internal Revenue Service on substantially the same facts as those affecting the Company (each of the foregoing an "Event Relating to Federal Income Taxes"). In the case of any such exchange of Capital Securities for Securities of any such series, the Company shall pay or cause to be paid on the Exchange Date to the Persons entitled thereto accrued and unpaid interest on such Securities to the Exchange Date. Prior to the mailing of any notice of such exchange, the Company shall deliver to the Trustee a certificate of an officer of the Company (which need not comply with Section 102) to the effect that the Company has complied with the provisions of this Section relating to such exchange and that the Company has received an opinion of independent counsel to the effect that the Company's determination that an Event Relating to Federal Income Taxes has occurred is proper. If Capital Securities are to be exchanged for the Securities of any series pursuant to this paragraph, prior to the time notice of the Company's election to effect such exchange is given to the Holders thereof, the Company shall have appointed an Exchange Agent and deposited with the Exchange Agent in trust or, if the Company shall be the Exchange Agent, segregated and held in trust, for the benefit of the Persons entitled thereto, certificates for the Capital Securities issuable upon such exchange and an amount in cash which together are sufficient to pay the Exchange Price of and (subject to Section 307) accrued and unpaid interest to the Exchange Date on all of the Securities of such series or portions thereof for which Capital Securities are to be exchanged on the Exchange Date, plus an amount in cash in lieu of any fractional Capital Securities. Upon the deposit of such certificates and cash with the Exchange Agent, the Exchange Agent shall notify the Trustee in writing of such deposit, and the Trustee shall be protected in relying on such notice, subject to Section 601, for all purposes of this Indenture, including, but not limited to, Section 401. Capital Securities may be so exchanged for less than all of the Securities of any series only if all of the Securities of such series for which Capital Securities are not so exchanged are to be redeemed as provided in Section 1108 and, prior to the time notice of such exchange is given, the Company shall have given irrevocable instructions to the Trustee to give on behalf of the Company notice of such redemption to Holders of the Securities to be so redeemed as provided 88 98 in Sections 1104 and 1108, and the Company shall have irrevocably given to the Bank and the Trustee the notice provided in Section 1102 with respect to such redemption. The notice of exchange given to Holders of Securities of any series as provided in this paragraph shall (x) be given in the manner provided in Section 1303(a), (y) set forth the Exchange Date and state that each Holder of Securities of such series for which Capital Securities are being exchanged will receive on such Exchange Date accrued and unpaid interest to such Exchange Date in cash (subject to Section 307) and (z) except as otherwise specified in the terms of the Securities of such series established as provided in Section 301, include statements to the effect set forth in Sections 1303(a) (2), (4), (7) and (11). Except as otherwise specified in the terms of the Securities of any series established as provided in Section 301, (i) the following provisions of this Article Thirteen shall apply to the exchange of Capital Securities for Securities of such series pursuant to this paragraph (unless the context of any such provision otherwise requires): Section 1301; the first, third, fourth and fifth paragraphs of this Section 1302; Section 1303(b) (to the extent applicable to any notice given pursuant to Section 1309); Sections 1303(c) and 1304(e) and (f); the second paragraph (including clauses (1), (2) and (3)) of Section 1305; the third paragraph of Section 1305; and Sections 1306, 1308(a), 1309, 1310, 1311 and 1312; and (ii) the remaining provisions of this Article Thirteen shall not apply to such exchange. Subject to Sections 502 and 503, no Holder of a Security for which Capital Securities are exchanged pursuant to this paragraph shall be entitled to receive any cash from the Company on the Exchange Date established pursuant to this paragraph or at the Stated Maturity of the Securities of such series, except: (A) as provided herein, in lieu of any fractional Capital Securities and (subject to Section 307) for accrued and unpaid interest, and (B) as otherwise specified in the terms of the Securities of such series established as provided in Section 301. Any additional terms and conditions which may apply to such an exchange of Capital Securities for the Securities of any series upon an Event Relating to Federal Income Taxes shall be specified in the terms of the Securities of such series established as provided in Section 301. No fractional Capital Securities shall be issued upon any exchange of Capital Securities for Securities of any Securitiesseries. If more than one Security of any Series series shall be surrendered for purposes of such exchange at one time by the same holderHolder, the amount of all Capital Securities which shall be issuable upon such exchange thereof shall be computed on the basis of the aggregate principal amount of such Securities so surrendered. In lieu of issuing any fractional Capital Security, the Corporation Company shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction of the Market Value of the Capital Security. For all purposes The Company shall not be obligated to deliver Capital Securities to any Holder of this Indenture, unless the context otherwise requires, all provisions relating a Security of any series to the exchange of Securities extent that the Company elects to apply Optional Available Funds (or funds from any other source to the extent approved by the Primary Federal Regulator) to pay such Security in cash. The Company shall relate, in not be obligated to apply Available Funds or Optional Available Funds to the case payment of any Security exchanged or to be exchanged only in part, to the portion Securities of the principal amount of such Security which has been or is to be exchanged. 71 64any series.

Exchange of Capital Securities. At maturity and at any earlier time or times as established in the terms of Securities of any series as contemplated by Section 3.01, the Securities of a series will be exchanged for Capital Securities with a Market Value equal to 100% of the principal amount of such Securities or, at its option, the Corporation shall pay the principal of such Securities from amounts representing Designated Proceeds (unless, as specified in the Securities and this Indenture, the Securities of such series are earlier redeemed or exchanged and except to the extent the obligation of the Corporation to exchange Capital Securities for Securities of such series is revoked with respect to all or any part of the Securities of such series pursuant to the Securities and Section 17.10). Notice of an Exchange Date shall be given in the manner described in Section 17.04(a). An Exchange Date established pursuant to this paragraph may be accelerated to any date on or after the date 60 days prior to the date so established by a later notice given by the Corporation in the manner prescribed in Section 17.04(b) not less than three Business Days prior to the accelerated Exchange Date. No fractional Capital Securities shall be issued upon exchange for any Securities. If more than one Security of any Series shall be surrendered for exchange at one time by the same holder, the amount of all Capital Securities which shall be issuable upon exchange thereof shall be computed on the basis of the aggregate principal amount of Securities so surrendered. In lieu of issuing any fractional Capital Security, the Corporation shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction of the Market Value of the Capital Security. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the exchange of Securities shall relate, in the case of any Security exchanged or to be exchanged only in part, to the portion of the principal amount of such Security which has been or is to be exchanged. 71 64.