Common use of Form of Capital Security Election Form Clause in Contracts

Form of Capital Security Election Form. The form of Capital Security Election Form shall be substantially as follows with such additions, deletions or changes thereto as may be approved by the Company: CAPITAL SECURITY ELECTION FORM 77 85 To: [Insert Names and Addresses of Capital Exchange Agents] The undersigned Holder of [insert title of Debt Security] ("Debt Securities") of IndyMac Bancorp, Inc. hereby elects to receive on the Capital Exchange Date determined pursuant to the Indenture dated as of August 30, 1999, ("Indenture"), between IndyMac Bancorp, Inc. and [The Trustee], as Trustee, and referred to in the notice of exchange published or delivered to the undersigned with this Capital Security Election Form, Capital Securities of IndyMac Bancorp, Inc. with a Market Value equal to the principal amount of the Debt Securities being exchanged owned by the undersigned Holder and, in the case of Bearer Securities, delivered herewith together with all coupons appertaining thereto, Unless this Capital Security Election Form together with, in the case of Bearer Securities, such Bearer Securities and coupons, is received by any Capital Exchange Agent named above at an address shown above on or prior to _____________________ , the Holder will be deemed to have elected to participate in the sale of the Holder's Capital Securities in the Secondary Offering and will receive cash on the Capital Exchange Date in an amount equal to the principal amount of all Debt Securities being exchanged owned by the Holder, All terms used herein and not otherwise defined herein shall have the meanings specified in the Indenture. Dated ------------------------------------ ---------------------- Name of Holder

Form of Capital Security Election Form. The form of Capital Security Election Form shall be substantially as follows with such additions, deletions or changes thereto as may be approved by the Company: CAPITAL SECURITY ELECTION FORM 77 85 To: [Insert Names and Addresses of Capital Exchange Agents] The undersigned Holder of [insert title of Debt Security] ("Debt Securities") of IndyMac BancorpTSFG Capital [A], Inc. [B], [C], [D] LLC (the "Company") hereby elects to receive on the Capital Exchange Date determined pursuant to the Indenture dated as of August 30, 19992004, ("Indenture"), between IndyMac Bancorpthe Company, The South Financial Group, Inc. and [The Trustee], as Trustee, and referred to in the notice of exchange published or delivered to the undersigned with this Capital Security Election Form, Capital Securities of IndyMac BancorpThe South Financial Group, Inc. with a Market Value equal to the principal amount of the Debt Securities being exchanged owned by the undersigned Holder and, in the case of Bearer Securities, delivered herewith together with all coupons appertaining thereto, . Unless this Capital Security Election Form together with, in the case of Bearer Securities, such Bearer Securities and coupons, is received by any Capital Exchange Agent named above at an address shown above on or prior to _____________________ , the Holder will be deemed to have elected to participate in the sale of the Holder's Capital Securities in the Secondary Offering and will receive cash on the Capital Exchange Date in an amount equal to the principal amount of all Debt Securities being exchanged owned by the Holder, . All terms used herein and not otherwise defined herein shall have the meanings specified in the Indenture. Dated ------------------------------------ ---------------------- Dated: ----------------------------------- Name of Holder

Form of Capital Security Election Form. The form of Capital Security Election Form shall be substantially as follows with such additions, deletions deletions, or changes thereto as may be approved by the Company: CAPITAL SECURITY ELECTION FORM 77 85 To: [Insert Names and Addresses of Capital Exchange Agents] The undersigned Holder of [insert title of Debt Security] ("Debt Securities") of IndyMac Sovereign Bancorp, Inc. hereby elects to receive on the Capital Exchange Date determined pursuant to the Indenture dated as of August 30November 1, 1999, 2005 ("Indenture"), between IndyMac Sovereign Bancorp, Inc. and [The Trustee]BNY Midwest Trust Company, as Trustee, and referred to in the notice of exchange published or delivered to the undersigned with this Capital Security Election Form, Capital Securities of IndyMac Sovereign Bancorp, Inc. with a Market Value equal to the principal amount of the Debt Securities being exchanged owned by the undersigned Holder and, in the case of Bearer Securities, delivered herewith together with all coupons appertaining thereto, . Unless this Capital Security Election Form together with, in the case of Bearer Securities, such Bearer Securities and coupons, is received by any Capital Exchange Agent named above at an address shown above on or prior to _____________________ , the Holder will be deemed to have elected to participate in the sale of the Holder's Capital Securities in the Secondary Offering and will receive cash on the Capital Exchange Date in an amount equal to the principal amount of all Debt Securities being exchanged owned by the Holder, . All terms used herein and not otherwise defined herein shall have the meanings specified in the Indenture. Dated ---------------------------------- ------------------------------------ ---------------------- Name of Holder

Form of Capital Security Election Form. The form of Capital Security Election Form shall be substantially as follows with such additions, deletions or changes thereto as may be approved by the Company: CAPITAL SECURITY ELECTION FORM 77 85 To: [Insert Names and Addresses of Capital Exchange Agents] The undersigned Holder of [insert title of Debt Security] ("Debt Securities") of IndyMac Bancorp, Inc. Xxxxx Fargo & Company hereby elects to receive on the Capital Exchange Date determined pursuant to the Indenture dated as of August 30__________, 1999, ____ ("Indenture"), between IndyMac Bancorp, Inc. Xxxxx Fargo & Company and [The Trustee]____________________________, as Trustee, and referred to in the notice of exchange published or delivered to the undersigned with this Capital Security Election Form, Capital Securities of IndyMac Bancorp, Inc. Xxxxx Fargo & Company with a Market Value equal to the principal amount of the Debt Securities being exchanged owned by the undersigned Holder and, in the case of Bearer Securities, delivered herewith together with all coupons appertaining thereto, . Unless this Capital Security Election Form together with, in the case of Bearer Securities, such Bearer Securities and coupons, is received by any Capital Exchange Agent named above at an address shown above on or prior to _____________________ __________, the Holder will be deemed to have elected to participate in the sale of the Holder's Capital Securities in the Secondary Offering and will receive cash on the Capital Exchange Date in an amount equal to the principal amount of all Debt Securities being exchanged owned by the Holder, . All terms used herein and not otherwise defined herein shall have the meanings specified in the Indenture. Dated ------------------------------------ ---------------------- ______________________ ______________________________________ Name of Holder

Form of Capital Security Election Form. The form of Capital Security Election Form shall be substantially as follows with such additions, deletions or changes thereto as may be approved by the Company: CAPITAL SECURITY ELECTION FORM 77 85 To: [Insert Names and Addresses of Capital Exchange Agents] The undersigned Holder of [insert title of Debt Security] ("“Debt Securities"”) of IndyMac Bancorp, Inc. Xxxxxxxx & Xxxxxx Corporation hereby elects to receive on the Capital Exchange Date determined pursuant to the Indenture dated as of August 30, 19992004, ("“Indenture"”), between IndyMac Bancorp, Inc. Xxxxxxxx & Ilsley Corporation and [The Trustee], as Trustee, and referred to in the notice of exchange published or delivered to the undersigned with this Capital Security Election Form, Capital Securities of IndyMac Bancorp, Inc. Xxxxxxxx & Xxxxxx Corporation with a Market Value equal to the principal amount of the Debt Securities being exchanged owned by the undersigned Holder and, in the case of Bearer Securities, delivered herewith together with all coupons appertaining thereto, . Unless this Capital Security Election Form together with, in the case of Bearer Securities, such Bearer Securities and coupons, is received by any Capital Exchange Agent named above at an address shown above on or prior to _____________________ , the Holder will be deemed to have elected to participate in the sale of the Holder's ’s Capital Securities in the Secondary Offering and will receive cash on the Capital Exchange Date in an amount equal to the principal amount of all Debt Securities being exchanged owned by the Holder, . All terms used herein and not otherwise defined herein shall have the meanings specified in the Indenture. Dated ------------------------------------ ---------------------- Dated: Name of Holder Section 1510. Fractional Capital Securities. No fractional Capital Securities shall be issued upon exchange for any Debt Securities. If more than one Debt 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 Debt Securities of such series so surrendered. In lieu of issuing any fractional Capital Security, the 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.

Form of Capital Security Election Form. The form of Capital Security Election Form shall be substantially as follows with such additions, deletions or changes thereto as may be approved by the Company: CAPITAL SECURITY ELECTION FORM 77 85 To: [Insert Names and Addresses of Capital Exchange Agents] 84 94 The undersigned Holder of [insert title of Debt Security] ("Debt Securities") of IndyMac Bancorp, Inc. hereby elects to receive on the Capital Exchange Date determined pursuant to the Indenture dated as of August 30, 1999______________, ("Indenture"), between IndyMac Bancorp, Inc. and [The Trustee]____________________, as Trustee, and referred to in the notice of exchange published or delivered to the undersigned with this Capital Security Election Form, Capital Securities of IndyMac Bancorp, Inc. with a Market Value equal to the principal amount of the Debt Securities being exchanged owned by the undersigned Holder and, in the case of Bearer Securities, delivered herewith together with all coupons appertaining thereto, . Unless this Capital Security Election Form together with, in the case of Bearer Securities, such Bearer Securities and coupons, is received by any Capital Exchange Agent named above at an address shown above on or prior to _____________________ __________, the Holder will be deemed to have elected to participate in the sale of the Holder's Capital Securities in the Secondary Offering and will receive cash on the Capital Exchange Date in an amount equal to the principal amount of all Debt Securities being exchanged owned by the Holder, . All terms used herein and not otherwise defined herein shall have the meanings specified in the Indenture. Dated ------------------------------------ ---------------------- ------------------------- ------------------------------- Name of Holder

Form of Capital Security Election Form. The form of Capital Security Election Form shall be substantially as follows with such additions, deletions or changes thereto as may be approved by the Company: CAPITAL SECURITY ELECTION FORM 77 85 To: [Insert Names and Addresses of Capital Exchange Agents] The undersigned Holder of [insert title of Debt Security] ("Debt Securities") of IndyMac BancorpPopular, Inc. hereby elects to receive on the Capital Exchange Date determined pursuant to the Indenture dated as of August 30______________, 19992003, ("Indenture"), between IndyMac BancorpPopular, Inc. and [The Trustee]Bank One Trust Company, N.A., as Trustee, and referred to in the notice of exchange published or delivered to the undersigned with this Capital Security Election Form, Capital Securities of IndyMac BancorpPopular, Inc. with a Market Value equal to the principal amount of the Debt Securities being exchanged owned by the undersigned Holder and, in the case of Bearer Securities, delivered herewith together with all coupons appertaining thereto, . Unless this Capital Security Election Form together with, in the case of Bearer Securities, such Bearer Securities and coupons, is received by any Capital Exchange Agent named above at an address shown above on or prior to _____________________ __________, the Holder will be deemed to have elected to participate in the sale of the Holder's Capital Securities in the Secondary Offering and will receive cash on the Capital Exchange Date in an amount equal to the principal amount of all Debt Securities being exchanged owned by the Holder, . All terms used herein and not otherwise defined herein shall have the meanings specified in the Indenture. Dated ------------------------------------ ---------------------- ______________________ ____________________________________ Name of Holder Section 1410. Fractional Capital Securities. No fractional Capital Securities shall be issued upon exchange for any Debt Securities. If more than one Debt 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 Debt Securities of such series so surrendered. In lieu of issuing any fractional Capital Security, the 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.

Form of Capital Security Election Form. The form of Capital Security Election Form shall be substantially as follows with such additions, deletions or changes thereto as may be approved by the Company: CAPITAL SECURITY ELECTION FORM 77 85 To: [Insert Names and Addresses of Capital Exchange Agents] The undersigned Holder of [insert title of Debt Security] ("Debt Securities") of IndyMac BancorpThe South Financial Group, Inc. hereby elects to receive on the Capital Exchange Date determined pursuant to the Indenture dated as of August 30, 19992004, ("Indenture"), between IndyMac BancorpThe South Financial Group, Inc. and [The Trustee], as Trustee, and referred to in the notice of exchange published or delivered to the undersigned with this Capital Security Election Form, Capital Securities of IndyMac BancorpThe South Financial Group, Inc. with a Market Value equal to the principal amount of the Debt Securities being exchanged owned by the undersigned Holder and, in the case of Bearer Securities, delivered herewith together with all coupons appertaining thereto, . Unless this Capital Security Election Form together with, in the case of Bearer Securities, such Bearer Securities and coupons, is received by any Capital Exchange Agent named above at an address shown above on or prior to _____________________ , the Holder will be deemed to have elected to participate in the sale of the Holder's Capital Securities in the Secondary Offering and will receive cash on the Capital Exchange Date in an amount equal to the principal amount of all Debt Securities being exchanged owned by the Holder, . All terms used herein and not otherwise defined herein shall have the meanings specified in the Indenture. Dated ------------------------------------ ---------------------- Dated: ------------------------------- Name of Holder

Form of Capital Security Election Form. The form of Capital Security Election Form shall be substantially as follows with such additions, deletions or changes thereto as may be approved by the Company: CAPITAL SECURITY ELECTION FORM 77 85 To: [Insert Names and Addresses of Capital Exchange Agents] The undersigned Holder of [insert title of Debt Security] ("Debt Securities") of IndyMac Bancorp, Inc. BankAmerica Corporation hereby elects to receive on the Capital Exchange Date determined pursuant to the Indenture dated as of August 30November 1, 1999, 1991 ("Indenture"), between IndyMac Bancorp, Inc. BankAmerica Corporation and [The Trustee]Manufacturers Hanover Trust Company of California, as Trustee, and referred to in the notice of exchange published or delivered to the undersigned with this Capital Security Election Form, Capital Securities of IndyMac Bancorp, Inc. BankAmerica Corporation with a Market Value equal to the principal amount of the Debt Securities being exchanged owned by the undersigned Holder and, in the case of Bearer Securities, delivered herewith together with all coupons appertaining thereto, . Unless this Capital Security Election Form together with, in the case of Bearer Securities, such Bearer Securities and coupons, is received by any Capital Exchange Agent named above at an address shown above on or prior to _____________________ , the Holder will be deemed to have elected to participate in the sale of the Holder's Capital Securities in the Secondary Offering and will receive cash on the Capital Exchange Date in an amount equal to the principal amount of all Debt Securities being exchanged owned by the Holder, . All terms used herein and not otherwise defined herein shall have the meanings specified in the Indenture. Dated ------------------------------------ ---------------------- Dated__________________________ _____________________________ Name of Holder

Form of Capital Security Election Form. The form of Capital Security Election Form shall be substantially as follows with such additions, deletions or changes thereto as may be approved by the Company: CAPITAL SECURITY ELECTION FORM 77 85 To: [Insert Names and Addresses of Capital Exchange Agents] The undersigned Holder of [insert title of Debt Security] ("Debt Securities") of IndyMac Bancorp, Inc. hereby elects to receive on the Capital Exchange Date determined pursuant to the Indenture dated as of August 30, 1999______________, ("Indenture"), between IndyMac Bancorp, Inc. and [The Trustee]____________________, as Trustee, and referred to in the notice of exchange published or delivered to the undersigned with this Capital Security Election Form, Capital Securities of IndyMac Bancorp, Inc. with a Market Value equal to the principal amount of the Debt Securities being exchanged owned by the undersigned Holder and, in the case of Bearer Securities, delivered herewith together with all coupons appertaining thereto, . Unless this Capital Security Election Form together with, in the case of Bearer Securities, such Bearer Securities and coupons, is received by any Capital Exchange Agent named above at an address shown above on or prior to _____________________ __________, the Holder will be deemed to have elected to participate in the sale of the Holder's Capital Securities in the Secondary Offering and will receive cash on the Capital Exchange Date in an amount equal to the principal amount of all Debt Securities being exchanged owned by the Holder, . All terms used herein and not otherwise defined herein shall have the meanings specified in the Indenture. Dated ------------------------------------ ---------------------- ------------------------------ ------------------------------------- Name of Holder

Form of Capital Security Election Form. The form of Capital Security Election Form shall be substantially as follows with such additions, deletions deletions, or changes thereto as may be approved by the Company: CAPITAL SECURITY ELECTION FORM 77 85 To: [Insert Names and Addresses of Capital Exchange Agents] The undersigned Holder of [insert title of Debt Security] ("Debt Securities") of IndyMac Sovereign Bancorp, Inc. hereby elects to receive on the Capital Exchange Date determined pursuant to the Indenture dated as of August 30__________________, 1999, 1999 ("Indenture"), between IndyMac Sovereign Bancorp, Inc. and [The Trustee]Harris Trust and Savings Bank, as Trustee, and referred to referrxx xx in the notice of exchange published or delivered to the undersigned with this Capital Security Election Form, Capital Securities of IndyMac Sovereign Bancorp, Inc. with a Market Value equal to the principal amount of the Debt Securities being exchanged owned by the undersigned Holder and, in the case of Bearer Securities, delivered herewith together with all coupons appertaining thereto, . Unless this Capital Security Election Form together with, in the case of Bearer Securities, such Bearer Securities and coupons, is received by any Capital Exchange Agent named above at an address shown above on or prior to _____________________ , the Holder will be deemed to have elected to participate in the sale of the Holder's Capital Securities in the Secondary Offering and will receive cash on the Capital Exchange Date in an amount equal to the principal amount of all Debt Securities being exchanged owned by the Holder, . All terms used herein and not otherwise defined herein shall have the meanings specified in the Indenture. Dated ------------------------------------ ---------------------- ___________________ ___________________________________ Name of Holder Section 1410. Fractional Capital Securities. No fractional Capital Securities shall be issued upon exchange for any Debt Securities. If more than one Debt 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 Debt Securities of such series so surrendered. In lieu of issuing any fractional Capital Security, the 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. Section 1411. Company to Obtain Governmental and Regulatory Approvals. The Company covenants that if any Capital Securities required to be exchanged for Debt Securities hereunder require registration with or approval of any governmental authority under any federal or state law, of any national securities exchange, before such Capital Securities may be issued, the Company will in good faith and as expeditiously as possible endeavor to cause such Capital Securities to be duly registered or approved, as the case may be; provided, however, that nothing in this Section shall be deemed to affect in any way the obligation of the Company to exchange Capital Securities for Debt Securities as provided in this Article.

Form of Capital Security Election Form. The form of Capital Security Election Form shall be substantially as follows with such additions, deletions or changes thereto as may be approved by the Company: CAPITAL SECURITY ELECTION FORM 77 85 To: [Insert Names and Addresses of Capital Exchange Agents] The undersigned Holder of [insert title of Debt Security] ("Debt Securities") of IndyMac Bancorp, Inc. BankAmerica Corporation hereby elects to receive on the Capital Exchange Date determined pursuant to the Indenture dated as of August 30September 1, 1999, 1990 ("Indenture"), between IndyMac Bancorp, Inc. BankAmerica Corporation and [The Trustee]Manufacturers Hanover Trust Company of California, as Trustee, and referred to in the notice of exchange published or delivered to the undersigned with this Capital Security Election Form, Capital Securities (as defined in the Indenture) of IndyMac Bancorp, Inc. BankAmerica Corporation with a Market Value (as defined in the Indenture) equal to the principal amount of the Debt Securities being exchanged owned by the undersigned Holder and, in the case of Bearer Securities, delivered herewith together with all coupons appertaining thereto, . Unless this Capital Security Election Form together with, in the case of Bearer Securities, such Bearer Securities and coupons, is received by any Capital Exchange Agent named above at an address shown above on or prior to _____________________ , the Holder will be deemed to have elected to participate in the sale of the Holder's Capital Securities in the Secondary Offering and will receive cash on the Capital Exchange Date in an amount equal to the principal amount of all Debt Securities being exchanged owned by the Holder, . All terms used herein and not otherwise defined herein shall have the meanings specified in the Indenture. Dated ------------------------------------ ---------------------- Date _________________ __________________________________ Name of Holder

Form of Capital Security Election Form. The form of Capital Security Election Form shall be substantially as follows with such additions, deletions or changes thereto as may be approved by the Company: CAPITAL SECURITY ELECTION FORM 77 85 To: [Insert Names and Addresses of Capital Exchange Agents] The undersigned Holder of [insert title of Debt Security] ("Debt Securities") of IndyMac Bancorp, Inc. Star Banc Corporation hereby elects to receive on the Capital Exchange Date determined pursuant to the Indenture dated as of August 30__________, 1999, ____ ("Indenture"), between IndyMac Bancorp, Inc. Star Banc Corporation and [The Trustee]____________________, as Trustee, and referred to in the notice of exchange published or delivered to the undersigned with this Capital Security Election Form, Capital Securities of IndyMac Bancorp, Inc. Star Banc Corporation with a Market Value equal to the principal amount of the Debt Securities being exchanged owned by the undersigned Holder and, in the case of Bearer Securities, delivered herewith together with all coupons appertaining thereto, . Unless this Capital Security Election Form together with, in the case of Bearer Securities, -101- 114 such Bearer Securities and coupons, is received by any Capital Exchange Agent named above at an address shown above on or prior to _____________________ ____, the Holder will be deemed to have elected to participate in the sale of the Holder's Capital Securities in the Secondary Offering and will receive cash on the Capital Exchange Date in an amount equal to the principal amount of all Debt Securities being exchanged owned by the Holder, . All terms used herein and not otherwise defined herein shall have the meanings specified in the Indenture. Dated ------------------------------------ ---------------------- _____________ ___________________________________ Name of Holder

Form of Capital Security Election Form. The form of Capital Security Election Form shall be substantially as follows with such additions, deletions or changes thereto as may be approved by the Company: CAPITAL SECURITY ELECTION FORM 77 85 To: [Insert Names and Addresses of Capital Exchange Agents] The undersigned Holder of [insert title of Debt Security] ("Debt Securities") of IndyMac Bancorp, Inc. Xxxxx Fargo & Company hereby elects to receive on the Capital Exchange Date determined pursuant to the Indenture dated as of August 30, 1999, ("Indenture"), between IndyMac Bancorp, Inc. Xxxxx Fargo & Company and [The Trustee]First National Bank of Chicago, as Trustee, and referred to in the notice of exchange published or delivered to the undersigned with this Capital Security Election Form, Capital Securities of IndyMac Bancorp, Inc. Xxxxx Fargo & Company with a Market Value equal to the principal amount of the Debt Securities being exchanged owned by the undersigned Holder and, in the case of Bearer Securities, delivered herewith together with all coupons appertaining thereto, . Unless this Capital Security Election Form together with, in the case of Bearer Securities, such Bearer Securities and coupons, is received by any Capital Exchange Agent named above at an address shown above on or prior to _____________________ __________, the Holder will be deemed to have elected to participate in the sale of the Holder's Capital Securities in the Secondary Offering and will receive cash on the Capital Exchange Date in an amount equal to the principal amount of all Debt Securities being exchanged owned by the Holder, . All terms used herein and not otherwise defined herein shall have the meanings specified in the Indenture. Dated ------------------------------------ ---------------------- ______________________ _________________________________ Name of Holder

Form of Capital Security Election Form. The form of Capital Security Election Form shall be substantially as follows with such additions, deletions or changes thereto as may be approved by the Company: CAPITAL SECURITY ELECTION FORM 77 85 To: [Insert Names and Addresses of Capital Exchange Agents] The undersigned Holder of [insert title of Debt Security] ("Debt Securities") of IndyMac Bancorp, Inc. Xxxxx Fargo & Company hereby elects to receive on the Capital Exchange Date determined pursuant to the Indenture dated as of August 30, 1999, ("Indenture"), between IndyMac Bancorp, Inc. Xxxxx Fargo & Company and [The Trustee]First National Bank of Chicago, as Trustee, and referred to in the notice of exchange published or delivered to the undersigned with this Capital Security Election Form, Capital Securities of IndyMac Bancorp, Inc. Xxxxx Fargo & Company with a Market Value equal to the principal amount of the Debt Securities being exchanged owned by the undersigned Holder and, in the case of Bearer Securities, delivered herewith together with all coupons appertaining thereto, . Unless this Capital Security Election Form together with, in the case of Bearer Securities, such Bearer Securities and coupons, is received by any Capital Exchange Agent named above at an address shown above on or prior to _____________________ __________, the Holder will be deemed to have elected to participate in the sale of the Holder's Capital Securities in the Secondary Offering and will receive cash on the Capital Exchange Date in an amount equal to the principal amount of all Debt Securities being exchanged owned by the Holder, . All terms used herein and not otherwise defined herein shall have the meanings specified in the Indenture. Dated ------------------------------------ ---------------------- ______________________ --------------------------------------- Name of Holder