Common use of Limitation of Transactions Clause in Contracts

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Preferred Securities remain outstanding, it will not, and will not permit any of its Subsidiaries (including the Debenture Issuer) to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital stock of the Debenture Issuer or the Guarantor, as the case may be, or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Debenture Issuer or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions on the Capital Stock (as defined in the Indenture) of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Preferred Securities remain outstanding, it will not, and will not permit any of its Subsidiaries (including the Debenture Note Issuer) to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire redeem or make a liquidation payment with respect to, any of the outstanding capital stock of the Debenture Note Issuer or the Guarantor, as the case may be, or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Debenture Note Issuer or the Guarantor, as the case may be, that ranks junior in interest to the Debentures Notes or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Debenture Note Issuer or the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Debenture Note Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures Notes or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions on the Capital Stock (as defined in the Indenture) of the Debenture Note Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Note Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Note Issuer or the Guarantor, as the case may be, or any successor to such rights plan, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.,

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Capital Securities remain outstanding, it will notif (l) there shall have occurred any event of which the Guarantor has actual knowledge that (A) is a Default or Event of Default (each as defined in the Indenture) and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, (2) if the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Capital Securities Guarantee or (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and will such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing, the Guarantor shall not permit any of its Subsidiaries (including the Debenture Issuer) to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital stock of the Debenture Issuer or the Guarantorstock, as the case may be, or (bii) make any payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Debenture Issuer Guarantor (including Other Debentures) that rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, Guarantor of the debt securities of any Subsidiary subsidiary of the Debenture Issuer or the Guarantor, as the case may be, Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions on the Capital Stock (as defined in the Indenture) shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (iib) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under any preferred securities guaranteethis Capital Securities Guarantee, (d) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (e) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (ivf) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any benefit plans of the Debenture Issuer Guarantor's benefit or the Guarantor, as the case may be, compensation plans for its respective directors, officers or employees) if at such time (1) there shall have occurred employees or any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing's dividend reinvestment plans).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Series B Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries (including the Debenture Issuer) to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital stock of the Debenture Issuer or the Guarantorstock, as the case may be, or (bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Debenture Issuer Guarantor (including Other Debentures) that rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, Guarantor of the debt securities of any Subsidiary direct or indirect subsidiary of the Debenture Issuer or the Guarantor, as the case may be, Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions on the Capital Stock (as defined in the Indenture) shares of, or options, warrants, rights to subscribe for or purchase common shares of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock Guarantor; (as defined in the Indentureb) of the Debenture Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend in connection with the implementation of such a shareholders' rights plan, or the issuance of stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iiic) payments under any preferred securities guaranteethis Series B Capital Securities Guarantee and the Series A Capital Securities Guarantee; (d) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock; (e) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged or pursuant to a merger, consolidation or other business combination; and (ivf) purchases of Common Stock common shares related to the issuance of Common Stock common shares or rights under any benefit plans of the Debenture Issuer Guarantor's benefit or the Guarantor, as the case may be, compensation plans for its respective directors, officers or employeesemployees of Guarantor and its subsidiaries or the Guarantor's dividend reinvestment plan) if at such the time of the action described in (1i), (ii) or (iii) above (l) there shall have occurred any event default of which the Debenture Issuer or the Guarantor, as the case may be, Guarantor has actual knowledge that (A) is, or with the giving of notice or the lapse of time time, or both, would constitute be, an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, Guarantor shall not have taken reasonable steps to cure, (2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreement or (3) the Debenture Issuer Guarantor shall have given notice of its election of the exercise of its right to begin commence an Extension Extended Interest Payment Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or and such Extension Extended Interest Payment Period, or any an extension thereof, shall have commenced and be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Securities remain outstanding, it will (i) if there shall have occurred an Event of Default (as defined in the Indenture) with respect to the Junior Subordinated Debt Securities, (ii) if there shall have occurred a Guarantee Event of Default or (iii) during any Extended Interest Payment Period as provided in the Indenture, then the Guarantor shall not, and will shall not permit any subsidiary of its Subsidiaries (including the Debenture Issuer) Guarantor to, (ax) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding Guarantor’s capital stock of the Debenture Issuer or the Guarantorstock, as the case may be, or (by) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repurchase or redeem any Parity Securities or debt security securities of the Debenture Issuer or the Guarantor, as the case may be, Guarantor that ranks rank junior in interest to the Debentures Junior Subordinated Debt Securities or the guarantee in respect thereof, as the case may be, or (z) make any guarantee payments with respect to on any guarantee by the Debenture Issuer or the Guarantor, as the case may be, Guarantor of the debt securities of any Subsidiary subsidiary of the Debenture Issuer or the Guarantor, as the case may be, Guarantor if such guarantee ranks equally with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be Junior Subordinated Debt Securities (other than (ia) dividends or distributions on any class of the Capital Stock (as defined Guarantor’s capital stock payable in the Indenture) same class of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be’s capital stock, (iib) redemptions or purchases of payments under this Guarantee, (c) any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend in connection with the implementation of a shareholders’ rights plan or the redemption or repurchase of any such rights or the issuance of stock under such plans in the futurepursuant thereto, (iii) payments under any preferred securities guarantee, and (ivd) purchases of Common Stock related to (x) the issuance of Common Stock or rights under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, ’s benefits plans for its respective directors, officers or employees, (y) if at such time the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan, or (1z) there shall have occurred the issuance of Common Stock, or securities convertible into Common Stock, as consideration in an acquisition transaction that was entered into before the beginning of the Extended Interest Payment Period, and (e) solely in the case of any event of which the Debenture Issuer or the Guarantor’s Subsidiaries, as pay dividends on distributions on the case may be, has actual knowledge that (A) with capital stock of such Subsidiary to the giving Guarantor or one of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing’s affiliates).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Trust Preferred Securities remain outstanding, it will notif (a) for any distribution period, full distributions on a cumulative basis on any Trust Preferred Securities have not been paid or declared and will not permit set apart for payment, (b) an Event of Default (as defined in the Subordinated Indenture) has occurred and is continuing or there shall have occurred and be continuing any event of which the Guarantor has actual knowledge that, with the giving of notice or lapse of time, or both, would constitute an Event of Default with respect to the Subordinated Debentures, (c) the Guarantor is in default of its Subsidiaries obligations under this Trust Preferred Securities Guarantee or the Trust Common Securities Guarantee, or (including d) the Debenture IssuerGuarantor shall have given notice of its selection of an Extension Period (as defined in the Subordinated Indenture) toas provided in the Subordinated Indenture with respect to the Subordinated Debentures and shall not have rescinded such notice, or such Extension Period (aor any extension thereof) shall be continuing, then, during such period the Guarantor shall not (i) declare or pay any dividends or on, make distributions onwith respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, to any of the outstanding its capital stock of the Debenture Issuer (except for (x) dividends or the Guarantor, as the case may bedistributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, its capital stock and conversions or exchanges of common stock of one class into common stock of another class and (by) redemptions or purchases of any rights pursuant to the Rights Agreement and the issuance of capital stock pursuant to such rights) or (ii) make any payment payments of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities (including guarantees of indebtedness for money borrowed) of the Debenture Issuer Guarantor that rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest to the Subordinated Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (iu) dividends any redemption, liquidation, interest, principal or distributions on guarantee payment by the Capital Stock Guarantor where the payment is made by way of securities (as defined in the Indentureincluding capital stock) of the Debenture Issuer paid that rank pari passu with or made junior to the Guarantor and dividends securities on which such redemption, liquidation, interest, principal or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may beguarantee payment is being made, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iiiv) payments under any preferred securities guaranteethis Trust Preferred Securities Guarantee or the Trust Common Securities Guarantee, and (ivw) purchases of Common Stock related to the issuance of Common Stock under any of the Guarantor's benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees, (x) if at such time (1) there shall have occurred any event as a result of which a reclassification of the Debenture Issuer Guarantor's capital stock or the Guarantor, as the case may be, has actual knowledge that (A) with the giving exchange or conversion of notice one series or the lapse class of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as 's capital stock for another series or class of the case may be, shall not have taken reasonable steps to cureGuarantor's capital stock, (2y) the Guarantor shall be purchase of fractional interests in default with respect to its payment shares of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect Guarantor's capital stock pursuant to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.conversion

Limitation of Transactions. The If dividends have not been paid in full when due on the Series A Preferred Shares or any other amounts have not been paid when due with respect to the Series A Preferred Shares, including, without limitation the Redemption Price and the Liquidation Price, the Guarantor hereby covenants shall not (and agrees that, so long as any Preferred Securities remain outstanding, it will not, and will shall not permit allow any of its Subsidiaries subsidiaries (including whether existing on or after the Debenture Issuerdate hereof) to: (i) pay, (a) or declare or pay and set aside for payment, any dividends or distributions onon any of the most senior preferred shares of Guarantor as regards participation in profits of Guarantor (“Guarantor dividend parity shares”), unless the amount of any dividends declared on any Guarantor dividend parity shares is paid on the Guarantor dividend parity shares and the Series A Preferred Shares on a pro rata basis on the date such dividends are paid on such Guarantor dividend parity shares, so that: (x) the ratio that (A) the aggregate amount of dividends paid on the Series A Preferred Shares bears to (B) the aggregate amount of dividends paid on such Guarantor dividend parity shares is the same as: (y) the ratio that (A) the aggregate of all accrued and unpaid dividends in respect of the Series A Preferred Shares bears to (B) the aggregate of all accrued and unpaid dividends in respect of such Guarantor dividend parity shares; (ii) pay, or declare and set aside for payment, any dividends on any shares of the Guarantor’s capital stock ranking junior to the Guarantor dividend parity shares; or (iii) voluntarily redeem, purchase, or otherwise acquire any Guarantor dividend parity shares or make any Guarantor shares ranking junior to the Guarantor dividend parity shares; until, in each case, such time as all accrued and unpaid dividends on the Series A Preferred Shares shall have been paid in full (or payments have been made in respect of such dividends by the Guarantor pursuant to the Guarantee) for all quarterly dividend periods terminating on or prior to, in the case of clauses (i) and (ii), such payment, and in the case of clause (iii), the date of such redemption, purchase or acquisition. Neither the Guarantor nor any subsidiary of the Guarantor shall voluntarily redeem, purchase or otherwise acquire, or pay a liquidation payment preference with respect to, any shares of the outstanding capital stock of the Debenture Issuer Guarantor ranking junior to the Guarantor’s obligations under the guarantee or any preferred shares of affiliates of the Guarantor entitled to the benefits of a guarantee ranking junior to this Guarantee Agreement as to participation in assets of the Guarantor upon liquidation until such time as all accrued and unpaid dividends and any other amounts then owing with respect to the Series A Preferred Shares have been paid in full (or payments have been made in respect of such dividends by the Guarantor pursuant to the Guarantee). Neither the Guarantor, as the case may be, or (b) make nor any payment subsidiary of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Debenture Issuer or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may beshall pay dividends, or make any guarantee payments with respect to dividends, on any guarantee by the Debenture Issuer or the Guarantor, as the case may be, preferred shares of affiliates of the debt securities Guarantor entitled to the benefits of any Subsidiary a guarantee ranking junior to the guarantee as to participation in profits of the Debenture Issuer or the Guarantor, Guarantor until such time as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) all accrued dividends or distributions payable on the Capital Stock (as defined in the Indenture) of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there Series A Preferred Shares shall have occurred any event of which the Debenture Issuer been paid in full (or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) payments have been made in respect of which such dividends by the Debenture Issuer or Guarantor pursuant to the Guarantor, as the case may be, Guarantee). The foregoing provisions shall not have taken reasonable steps to cure, (2) prevent or restrict the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.from making:

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Debentures or Capital Securities remain outstanding, it will notif (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the dollar amount of the Guarantor’s and the subsidiaries’ gross written premiums on a consolidated basis from insurance policies in any calendar year fails to exceed 51% of the Guarantor’s and the subsidiaries’ gross written premiums on a consolidated basis from insurance policies in the previous calendar year; (c) the Guarantor and its subsidiaries on a consolidated basis sell more than 51% of its rights to renew insurance policies in any single transaction or series of related transactions; (d) any Significant Subsidiary (as defined in Section 1-02(w) of Regulation S-X to the Securities Act (the “Significant Subsidiaries”)) of the Guarantor which is rated by A.M. Best Company, Inc. (x) receives a rating from A.M. Best Company Inc. of B- or lower; or (y) submits a request to withdraw its rating by A.M Best Company, Inc.; (e) the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee; or (f) the Company shall have selected an Extension Period as provided in the Declaration and will such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any of its Subsidiaries Subsidiary to (including the Debenture Issuer) to, (ax) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor’s or such Subsidiary’s capital stock (other than payments of dividends or distributions to the Debenture Issuer Company or the Guarantor, as Guarantor or any Subsidiary thereof) or make any guarantee payments with respect to the case may be, or foregoing; (by) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Debenture Issuer Company or the Guarantor, as the case may be, Guarantor or any Subsidiary thereof that ranks rank pari passu in all respects with or junior in interest to the Debentures Debentures; or (z) enter into, amend or modify any contract with a shareholder owning more than 10% of the guarantee in respect thereofoutstanding shares of the common stock of the Guarantor that could require cash payments by the Guarantor to such shareholder, as other than with Tower Group, Inc. or any of its wholly-owned subsidiaries, that could require cash payments by the case may beSponsor to such shareholder (other than, or make any guarantee payments with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company or the Guarantor or any guarantee by Subsidiary thereof in connection with any employment contract, benefit plan or other similar arrangement with or for the Debenture Issuer benefit of 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 the Guarantor, as the case may be, or of the debt securities of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereofSubsidiary, as the case may be (other than (ior securities convertible into or exercisable for such capital stock) dividends or distributions on as consideration in an acquisition transaction entered into prior to the Capital Stock (as defined in the Indenture) occurrence of the Debenture Issuer paid Event of Default, Declaration Event of Default or made to selection of an Extension Period by the Guarantor and dividends Company, as applicable, (ii) as a result of any exchange or distributions in Common Stock (as defined in the Indenture) conversion of any class or series of the Debenture Issuer Company’s or the Guarantor’s capital stock (or any capital stock of a Subsidiary of the Company or the Guarantor) for any class or series of the Company’s or the Guarantor’s capital stock, as the case may bebe (or in the case of a Subsidiary of the Company or Guarantor, (ii) redemptions any class or purchases series of such Subsidiary’s capital stock), or of any rights outstanding under a shareholder rights plan class or series of the Debenture Issuer Company’s or the Guarantor’s indebtedness for any class or series of the Company or the Guarantor’s capital stock, as the case may bebe (or in the case of indebtedness of a Subsidiary of the Company or Guarantor, of any class or series of such Subsidiary’s indebtedness for any class or series of such Subsidiary’s capital stock), (iii) the purchase of fractional interests in shares of the Company’s or the Guarantor’s capital stock (or the capital stock of a Subsidiary of the Guarantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend of such in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under such plans any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the futureform 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 and any cash payments in lieu of fractional shares issued in connection therewith, or (iiivi) payments under any preferred securities guarantee, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuingGuarantee).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Trust Preferred Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries (including the Debenture Issuer) to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding Guarantor's capital stock of the Debenture Issuer or the Guarantor, as the case may be, (which includes common and preferred stock) or (bii) make any payment of principal of, interest of or premium, if any, or interest on or repay, repurchase or redeem any debt security securities of the Debenture Issuer Guarantor (including Other Debentures) that rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, Guarantor of the debt securities of any Subsidiary subsidiary of the Debenture Issuer or the Guarantor, as the case may be, Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions on the Capital Stock (as defined in the Indenture) shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (iib) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under any preferred securities guaranteethe Guarantee, (d) the purchase of fractional shares resulting from a reclassification of the Guarantor's capital stock, (e) the exchange or the conversion of one class, or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, and (ivf) purchases the purchase of Common Stock related fractional interests in shares of the Guarantor's capital stock pursuant to the issuance conversion or exchange provisions of Common Stock under any benefit plans of the Debenture Issuer such capital stock or the Guarantor, as the case may be, for its respective directors, officers security being converted or employeesexchanged) if at such time (1) there shall have occurred any and be continuing an event of which default under the Debenture Issuer or the GuarantorTrust Agreement, as the case may be, has actual knowledge that (A2) with the giving of notice or the lapse of time or both, would constitute there shall have occurred and be continuing an Event of Default under the Indenture Indenture, (3) there shall have occurred and (B) in respect of which be continuing a payment default under the Debenture Issuer Trust Agreement or the Guarantor, as the case may be, shall not have taken reasonable steps to cureIndenture, (24) if the Debentures are held by the Trust, the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement Guarantee, or (35) the Debenture Issuer Guarantor shall have given notice of its election to begin of an Extension Extended Interest Payment Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or and such Extension Extended Interest Payment Period, or any extension thereof, shall be continuinghave commenced.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Securities remain outstanding, it will notif there shall have occurred and be continuing any event that would constitute an Event of Default, an Indenture Event of Default, or Declaration Event of Default or if an Extended Interest Payment Period (as defined in the Indenture) has been declared and is in effect, then the Guarantor will not permit any of its Subsidiaries (including the Debenture Issuer) to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding its capital stock (which includes common and preferred stock), or (b) make, or permit any subsidiary to make, any payment of principal, interest or premium, if any (other than payments under the Subordinated Notes or the Debentures), on, or repay, repurchase or redeem, any debt security that ranks pari passu with or junior to the Debentures, the Debenture Issuer Guarantee or the GuarantorSubordinated Notes, as the case may be, or (bc) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Debenture Issuer or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may bemake, or make permit any subsidiary to make, any guarantee payments with respect to any guarantee by of any debt security (other than payments under the Preferred Securities Guarantee or the Debenture Issuer Guarantee), if such guarantee ranks pari passu with or junior to the Debentures or the GuarantorDebenture Guarantee, as the case may be. Notwithstanding the foregoing, of the debt securities of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may following shall not be (other than prohibited: (i) dividends repurchases, redemptions or distributions on other acquisitions of shares of capital stock of the Capital Stock Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of 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 Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Indenture Event of Default, Declaration Event of Default or selection of an Extension Period by the Debenture Issuer, as applicable, (ii) any transactions described in (a) or (b) above resulting from any reclassification of the Guarantor's capital stock, or the exchange or conversion of any class or series of the Guarantor's capital stock for any other class or series of the Guarantor's capital stock, or the exchange or conversion of any class or series of the Guarantor's Indebtedness (as defined in the Indenture) for any class or series of the Debenture Issuer paid or made Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the Guarantor and dividends conversion or distributions in Common Stock (as defined in the Indenture) exchange provisions of the Debenture Issuer such capital stock or the Guarantor, as the case may be, (ii) redemptions security being converted or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may beexchanged, or the (iv) any declaration of a dividend of such in connection with any stockholders' rights plan, or the issuance of rights, stock under such plans in the future, (iii) payments or other property under any preferred securities guaranteestockholders' rights plan, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers redemption or employees) if at such time (1) there shall have occurred any event repurchase of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuingrights pursuant thereto.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Preferred Common Securities remain outstanding, it will not, and will not permit any of its Subsidiaries (including the Debenture Issuer) to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital stock of the Debenture Issuer or the Guarantor, as the case may be, or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Debenture Issuer or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions on the Capital Stock (as defined in the Indenture) of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or any successor to such rights plan, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guaranteeguarantee issued by the Guarantor, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer Issuer, the Guarantor or the Guarantorits Subsidiaries, as the case may be, for its their respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, both would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Common Securities Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Trust Preferred Securities remain outstanding, it will if (i) there shall have occurred any Event of Default under the Indenture or any event of which the Guarantor has actual knowledge that (a) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the Junior Subordinated Debt Securities and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and will shall not permit any subsidiary of its Subsidiaries the Guarantor, to (including the Debenture Issuer) to, (ax) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding Guarantor's capital stock of the Debenture Issuer or the Guarantor, as the case may be, or (by) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Debenture Issuer Guarantor that rank on a parity with or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, Junior Subordinated Debt Securities or make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, Guarantor of the debt securities of any Subsidiary subsidiary of the Debenture Issuer or the Guarantor, as the case may be, Guarantor if such guarantee ranks on a parity with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be Junior Subordinated Debt Securities (other than (ia) dividends or distributions on the Capital Stock (as defined in the Indenture) common stock of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (iib) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend in connection with the implementation of such a shareholders' rights plan, or the issuance of capital stock of any class or series under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Guarantee, any preferred securities guarantee, and (iv) purchases of Common Stock related to other similar guarantee by the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) Guarantor in respect of which Trust Preferred Securities issued by a trust holding Junior Subordinated Debt Securities issued under the Debenture Issuer Indenture, (d) repurchases, redemptions or other acquisitions of capital stock in connection with any of the Guarantor's benefit plans or other similar arrangements with or for the benefit of its employees, officers, directors, consultants or advisors, or (e) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement security being converted or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuingexchanged).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Series A Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries (including the Debenture Issuer) to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital stock of the Debenture Issuer or the Guarantor(which includes common and preferred stock), as the case may be, or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security of securities issued by the Debenture Issuer Guarantor (including any Other Debentures) that rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may beDebentures, or (iii) make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, Guarantor of the debt any securities of any Subsidiary subsidiary of the Debenture Issuer or the Guarantor, as the case may be, Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions on in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (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 Series A Capital Stock Securities Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following, a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (e) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (f) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or the Guarantor's dividend reinvestment plan) if at such time (i) an Event of Default (as defined in the Indenture) of the Debenture Issuer paid or made to the Guarantor shall have occurred and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may bebe continuing, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under (as defined in the Indenture Indenture), and (Bb) in respect of which the Debenture Issuer or the Guarantor, as the case may be, Guarantor shall not have taken reasonable steps to cure, (2iii) if the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement Series A Capital Securities Guarantee, or (3iv) the Debenture Issuer Guarantor shall have given notice of its election of the exercise of its right to begin an Extension Period (as defined in extend the Indenture) with respect interest payment period pursuant to the Debentures as provided in Section 16.01 of the Indenture and shall not have rescinded any such notice, or such Extension Period, or any extension thereof, shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Common Securities remain outstanding, it will not, and the Guarantor will not permit any of its Subsidiaries (including the Debenture Issuer) to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding Guarantor's capital stock of the Debenture Issuer or the Guarantor(which includes common stock and preferred stock), as the case may be, or (bii) make any payment of principal of, interest or premium, if any, or interest on or repay, repurchase or redeem any debt security securities of the Debenture Issuer Guarantor (including Other Debentures) that rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, Guarantor of the debt securities of any Subsidiary subsidiary of the Debenture Issuer or the Guarantor, as the case may be, Guaran- tor (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions on the Capital Stock (as defined in the Indenture) shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (iib) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under any preferred securities guaranteethe Capital Securities Guarantee, (d) the purchase of fractional interests in shares resulting from a reclassification of the Guarantor's capital stock, (e) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (ivf) purchases of Common Stock common stock of the Guarantor related to the issuance of Common Stock such common stock or rights under any of the Guarantor's benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) employees or any of the Guarantor's dividend reinvestment plans), if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, Guarantor has actual knowledge that (Aa) with the giving of notice or the lapse of time or both, would constitute is an Event of Default under the Indenture and (Bb) in respect of which the Debenture Issuer or the Guarantor, as the case may be, Guarantor shall not have taken reasonable steps to cure, (2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this the Capital Securities Guarantee Agreement or (3) the Debenture Issuer Guarantor shall have given notice of its election of its right to begin an Extension Period (as defined in extend the Indenture) with respect interest payment period pursuant to the Debentures as provided in Section 16.01 of the Indenture and shall not have rescinded such notice, or such Extension Periodextended period, or any extension thereof, shall have commenced and be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Trust Preferred Securities remain outstandingOutstanding, it will notif there shall have occurred an Event of Default under this Guarantee, an event of default under the Indenture, an event of default under the Trust Agreement or during an Extended Interest Payment Period (as defined in the Indenture), then (a) the Guarantor shall not and will not permit any of its Subsidiaries (including the Debenture Issuer) to, (a) Subsidiary to declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding its capital stock (other than (I) dividends or distributions in common stock of the Debenture Issuer Guarantor or the Guarantorsuch Subsidiary, as the case may be, or any declaration of a non-cash dividend in connection with the implementation of a shareholder rights plan, or the issuance of stock under any plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (II) purchases of common stock of the Guarantor related to the rights under any of the Guarantor's benefit plans for its directors, officers or employees, (III) as a result of a reclassification of its capital stock for another class of its capital stock, or (IV) declarations or payments of dividends or distributions on capital stock by a Subsidiary of the Guarantor to the Guarantor or any of its Subsidiaries; (b) the Guarantor shall not and will not permit any Subsidiary to make any payment of interest, principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of securities issued by the Debenture Issuer Guarantor which rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments Guarantee Payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Debenture Issuer Guarantor that rank pari passu with or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or Debentures; provided, however, that notwithstanding the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions on the Capital Stock (as defined in the Indenture) of the Debenture Issuer paid or made to foregoing the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding make payments pursuant to its obligations under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, this Guarantee; and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2c) the Guarantor shall be in default with respect to its payment not redeem, purchase or acquire less than all of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the outstanding Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuingof the Trust Preferred Securities.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Securities 1998A Debentures remain outstanding, it will notif (a) an Event of Default has occurred and is continuing or there shall have occurred and be continuing any event of which the Company has actual knowledge that, and will not permit any with the giving of notice or lapse of time, or both, would constitute an Event of Default, (b) the Company is in default of its Subsidiaries obligations under the Trust Preferred Securities Guarantee (including as defined in the Debenture IssuerDeclaration) toor the Trust Common Securities Guarantee (as defined in the Declaration), or (ac) the Company shall have given notice of its election to defer payments of interest on the 1998A Debentures by extending the interest payment period as provided in Section 7.1 and such period or any extension thereof shall be continuing, then, during such period, the Company shall not (i) declare or pay any dividends or on, make distributions onwith respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, to any of the outstanding capital stock of the Debenture Issuer its Capital Stock (except for (x) dividends or the Guarantor, as the case may bedistributions in shares of, or options, warrants or rights to subscribe for or purchase shares of its Capital Stock and conversions or exchanges of Common Stock of one class for Common Stock of another class and (by) redemptions or purchases of any rights pursuant to the Rights Agreement and the issuance of Capital Stock pursuant to such rights) or (ii) make any payment payments of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities (including guarantees of indebtedness for money borrowed) of the Debenture Issuer Company that rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest to the 1998A Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (iu) dividends any redemption, liquidation, interest, principal or distributions 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 redemption, interest, principal or guarantee payment is being made, (v) payments under the Capital Stock Trust Preferred Securities Guarantee (as defined in the IndentureDeclaration) of or the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Trust Common Stock Securities Guarantee (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may beDeclaration), (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, and (ivw) purchases of Common Stock related to the issuance of Common Stock under any of the Company's benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees, (x) if at such time (1) there shall have occurred any event as a result of which a reclassification of the Debenture Issuer Company's Capital Stock or the Guarantorexchange or conversion of one series or class of the Company's Capital Stock for another series or class of the Company's Capital Stock, as (y) the case may be, has actual knowledge that (A) with purchase of fractional interests in shares of the giving Company's Capital Stock pursuant to the conversion or exchange provisions of notice such Capital Stock or the lapse of time security being converted or both, would constitute an Event of Default under the Indenture exchanged and (Bz) in respect of which the Debenture Issuer redemptions or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment purchases of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect rights pursuant to the Debentures as provided in Rights Agreement and the Indenture and shall not have rescinded issuance of Capital Stock pursuant to such notice, or such Extension Period, or any extension thereof, shall be continuingrights).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Capital Securities remain outstanding, it will not, and will not permit any of its Subsidiaries (including the Debenture Issuer) to, if (a) any event shall have occurred that, to the actual knowledge of the Guarantor, constitutes an Event of Default, as defined in the Indenture, and the Guarantor shall not have taken reasonable steps to cure such Event of Default, (b) the Guarantor shall be in default of its obligations under this Guarantee, or (c) the Guarantor shall have given notice of its election to exercise its right to begin or extend an extension period for deferral of interest payments on the Debentures as described in Section 311 of the Indenture, the Guarantor shall not have rescinded that notice and the extension period has commenced and is continuing or any extension thereof has commenced and is continuing, then (i) the Guarantor shall not declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, other than, at any time: (A) dividends or distributions in common stock of the outstanding Guarantor or in options, warrants or rights to subscribe for or purchase shares of such common stock, (B) any declaration of a dividend in connection with the implementation of a shareholder 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) purchases or acquisitions of common stock of the Guarantor related to the issuance of common stock or rights, or in connection with the satisfaction of the Guarantor’s obligations under, any of the Guarantor’s benefit plans for its directors, officers, consultants or employees or under any dividend reinvestment plan, (D) reclassifications of the capital stock of the Debenture Issuer Guarantor or the Guarantorexchange or conversion of one class or series of such capital stock for another class or series of such capital stock, as and (E) purchases of fractional interests in shares of our capital stock pursuant to the case may beconversion or exchange provisions of such capital stock or the securities being converted or exchanged, or and (bii) the Guarantor shall not make any payment of principal of, interest or (and premium, if any, ) or interest on or repay, repurchase or redeem any debt security of securities issued by the Debenture Issuer Guarantor which rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or Debentures, other than payments under this Guarantee and (iii) the guarantee in respect thereof, as the case may be, or Guarantor shall not make any guarantee payments with respect to any guarantee by the Debenture Issuer or it of any debt securities issued by any subsidiary of the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Debenture Issuer which rank pari passu with or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions on the Capital Stock (as defined in the Indenture) of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuingDebentures.

Limitation of Transactions. The Guarantor hereby covenants and agrees thatIf the Issuer shall exercise its right to defer payment of interest as provided in Section 4.1, so long as any Preferred Securities remain outstandingthen, it will notprior to the payment of all accrued interest on outstanding Debentures, and will the Issuer shall not permit any of its Subsidiaries (including the Debenture Issuer) to, (a) declare or pay any dividends or distributions on, make a distribution with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding its capital stock of the Debenture Issuer or the Guarantorstock, as the case may be, or (b) make any payment of interest, principal of, interest or premium, if any, on on, or repay, repurchase or redeem redeem, any debt security of securities issued by the Debenture Issuer that rank equal with or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or (c) make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be foregoing (other than pursuant to the Preferred Securities Guarantee); provided, however, that the restriction in clause (a) shall not apply to (i) dividends purchases or distributions acquisitions of the Issuer's capital stock in connection with the satisfaction of its obligations under any employee benefit plans, stock option plans, employee stock purchase plans or direct reinvestment plans as may be in effect from time to time or the satisfaction of its obligations pursuant to any contract or security outstanding on the Capital Stock date of such event requiring the Issuer to purchase its capital stock (as defined in the Indenture) of the Debenture Issuer paid other than a contractual obligation ranking equal with or made junior to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may beDebentures), (ii) reclassifications of the Issuer's capital stock or the exchange or conversion of one class or series of the Issuer's capital stock, provided that such reclassification, exchange or conversion does not result in a change in the priority vis-a-vis the Preferred Securities of any class or series of capital stock that is being so reclassified or that is the subject of such exchange or conversion, (iii) purchases of fractional interests in shares of the Issuer's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security bring converted or exchanged, (iv) stock dividends paid by the Issuer where the dividend stock is the same stock as that on which the dividend is being paid or (v) redemptions or purchases of any rights outstanding under a shareholder pursuant to purchase rights plan of the Debenture Issuer or the Guarantor, contained in any rights agreement as the case may be, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect effect from time to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election time, which purchase rights are substantially similar to begin an Extension Period (as defined those contained in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such noticeIssuer's Rights Agreement dated November 5, or such Extension Period, or any extension thereof, shall be continuing1998.

Limitation of Transactions. The Guarantor hereby covenants If (i) the Company shall exercise its right to defer payment of interest as provided in Section 206, (ii) the Company shall have actual knowledge that an evenx xxx xxxxxxxx xxat with the giving of notice or the lapse of time, or both, would constitute an Event of Default with respect to the Notes and agrees thatthe Company has not taken reasonable steps to cure the event, so long as any Preferred Securities remain outstandingor (iii) the Company shall be in default with respect to its payment obligations under the Guarantee, it will not, and will not permit any of its Subsidiaries (including the Debenture Issuer) to, then (a) the Company shall not declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding its capital stock (other than (i) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of its capital stock for another class or series of its capital stock, (ii) any payment of a dividend in connection with the implementation of a shareholder 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, (iii) purchases of its common stock related to the issuance of such stock under any of the Debenture Issuer Company's benefit plans for its directors, officers or employees, (iv) obligations under any dividend reinvestment plan or stock purchase plan of the GuarantorCompany, as (v) the case may bepurchase of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of such capital stock or security being converted or exchanged or (vi) dividends or distributions in its common stock) or make any guarantee payment with respect thereto, or (b) the Company shall not make any payment of interest, principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of securities issued by the Debenture Issuer Company which rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or Notes and (c) the guarantee in respect thereof, as the case may be, or Company shall not make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, of the debt securities payment obligations referred to in subparagraph (b) of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be this Section 209 (other than (i) dividends or distributions pursuant to the Guarantee and any similar guarantee issued by the Company on the Capital Stock (as defined in behalf of holders of preferred securities issued by an issuer holding Securities issued under the Indenture) of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Securities remain outstanding, it will (i) if there shall have occurred an Event of Default (as defined in the Indenture) with respect to the Notes, (ii) if there shall have occurred a Guarantee Event of Default or (iii) during any Deferral Period or APM Period as provided in the Indenture, then the Guarantor shall not, and will shall not permit any subsidiary of its Subsidiaries (including the Debenture Issuer) Guarantor to, (ax) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding Guarantor’s capital stock of the Debenture Issuer or the Guarantorstock, as the case may be, or (by) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repurchase or redeem any Parity Securities or debt security securities of the Debenture Issuer or the Guarantor, as the case may be, Guarantor that ranks rank junior in interest to the Debentures Notes or the guarantee in respect thereof, as the case may be, or (z) make any guarantee payments with respect to on any guarantee by the Debenture Issuer or the Guarantor, as the case may be, Guarantor of the debt securities of any Subsidiary subsidiary of the Debenture Issuer or the Guarantor, as the case may be, Guarantor if such guarantee ranks equally with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be Notes (other than (ia) dividends or distributions on any class of the Capital Stock (as defined Guarantor’s capital stock payable in the Indenture) same class of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be’s capital stock, (iib) redemptions or purchases of payments under this Guarantee, (c) any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend in connection with the implementation of a shareholders’ rights plan or the redemption or repurchase of any such rights or the issuance of stock under such plans in the futurepursuant thereto, (iii) payments under any preferred securities guarantee, and (ivd) purchases of Common Stock related to (x) the issuance of Common Stock or rights under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, ’s benefits plans for its respective directors, officers or employees, (y) if at such time the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan, or (1z) there shall have occurred any event the issuance of which the Debenture Issuer Common Stock, or the Guarantorsecurities convertible into Common Stock, as consideration in an acquisition transaction that was entered into before the case may bebeginning of the deferral period, has actual knowledge (e) payments of current interest in respect of Parity Securities that (A) are made pro rata in respect of the amounts due on such Parity Securities and the Notes, and payments of deferred interest on Parity Securities that, if not made, would cause the Guarantor to breach the terms of the instrument governing such Parity Securities); provided that such payments are made in accordance with the giving of notice or the lapse of time or bothAlternative Payment Mechanism, would constitute an Event of Default under as described in the Indenture and in the Prospectus dated January 29, 2007, to the extent it applies, and (Bf) payments of principal in respect of which Parity Securities having an earlier Scheduled Maturity Date than the Debenture Issuer or the GuarantorNotes, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment required under a provision of any obligations under this Guarantee Agreement or (3such Parity Securities that is substantially the same as Section 2.1(d)(viii) of the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) Third Supplemental Indenture with respect to the Debentures payments on Parity Securities, and payments in respect of Parity Securities having the same Scheduled Maturity Date as provided in the Indenture Notes, as required by such a provision, and shall not have rescinded that are made on a pro rata basis among one or more series of such notice, or Parity Securities having such Extension Period, or any extension thereof, shall be continuinga provision and the Notes.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Trust Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries (including the Debenture Issuer) to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital stock of the Debenture Issuer or the Guarantor(which includes common and preferred stock), as the case may be, or (bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Debenture Issuer Guarantor (including any Other Debentures) that rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, Guarantor of the debt securities of any Subsidiary subsidiary of the Debenture Issuer or the Guarantor, as the case may be, Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions on the Capital Stock (as defined in the Indenture) shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (iib) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under any preferred securities guaranteethe Trust Capital Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of the Guarantor's capital stock, (e) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (ivf) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Guarantor's benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employeesemployees or any of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Indenture Event of Default under the Indenture and (Bb) in respect of which the Debenture Issuer or the Guarantor, as the case may be, Guarantor shall not have taken reasonable steps to cure, (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Trust Capital Securities Guarantee Agreement or (3iii) the Debenture Issuer Guarantor shall have given notice of its election of the exercise of its right to begin an Extension Period (as defined in extend the Indenture) with respect interest payment period pursuant to the Debentures as provided in Section 16.01 of the Indenture and shall not have rescinded any such notice, or such Extension Period, or any extension thereof, shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants If (i) the Company shall exercise its right to defer payment of interest as provided in Sectxxx 000, (xx) xxx Company shall have actual knowledge that an event has occurred that with the giving of notice or the lapse of time, or both, would constitute an Event of Default with respect to the Notes and agrees thatthe Company has not taken reasonable steps to cure the event, so long as any Preferred Securities remain outstandingor (iii) the Company shall be in default with respect to its payment obligations under the Guarantee, it will not, and will not permit any of its Subsidiaries (including the Debenture Issuer) to, then (a) the Company shall not declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding its capital stock (other than (i) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of its capital stock for another class or series of its capital stock, (ii) any payment of a dividend in connection with the implementation of a shareholder 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, (iii) purchases of its common stock related to the issuance of such stock under any of the Debenture Issuer Company's benefit plans for its directors, officers or employees, (iv) obligations under any dividend reinvestment plan or stock purchase plan of the GuarantorCompany, as (v) the case may bepurchase of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of such capital stock or security being converted or exchanged or (vi) dividends or distributions in its common stock) or make any guarantee payment with respect thereto, or (b) the Company shall not make any payment of interest, principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of securities issued by the Debenture Issuer Company which rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or Notes and (c) the guarantee in respect thereof, as the case may be, or Company shall not make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, of the debt securities payment obligations referred to in subparagraph (b) of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be this Section 209 (other than (i) dividends or distributions pursuant to the Guarantee and any similar guarantee issued by the Company on the Capital Stock (as defined in behalf of holders of preferred securities issued by an issuer holding Securities issued under the Indenture) of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Preferred Securities remain outstanding, it will not, and will not permit any of its Subsidiaries (including the Debenture Issuer) to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital stock of the Debenture Issuer or the Guarantor, as the case may be, or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Debenture Issuer or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than If (i) dividends or distributions on the Capital Stock an Event of Default (as defined in the Indenture) shall have occurred and be continuing (other than solely an Event of the Debenture Issuer paid or made to the Guarantor and dividends or distributions Default as described in Common Stock (as defined in the IndentureSection 5.1(c) of the Debenture Issuer or the Guarantor, as the case may beIndenture), (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under (as defined in the Indenture Indenture), other than solely an Event of Default as described in Section 5.1(c) of the Indenture, and (Bb) in respect of which the Debenture Issuer or the Guarantor, as the case may be, Guarantor shall not have taken reasonable steps to cure, (2iii) in the event the Debentures are held by the Property Trustee and the Guarantor shall be in default with respect to its payment of any obligations under this Series A Capital Securities Guarantee Agreement or (3iv) the Debenture Issuer Guarantor shall have given notice of its election of the exercise of its right to begin an Extension Period extend the interest payment period pursuant to Section 16.1 of the Indenture and any such extension shall be continuing, then, in each such case, so long as any Series A Capital Securities remain outstanding, the Guarantor shall not (as defined i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the IndentureDebentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of any securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures as provided (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the Indenture and shall not have rescinded such noticefuture, or the redemption or repurchase of any such Extension Periodrights pursuant thereto, (c) payments under the Series A Capital Securities Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following, a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (e) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (f) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any extension thereof, shall be continuingof the Guarantor's dividend reinvestment plans).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries (including the Debenture Issuer) to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor’s capital stock of the Debenture Issuer or the Guarantor(which includes common and preferred stock), as the case may be, or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security of securities issued by the Debenture Issuer Guarantor (including any Other Debentures) that rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may beDebentures, or (iii) make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, Guarantor of the debt any securities of any Subsidiary subsidiary of the Debenture Issuer or the Guarantor, as the case may be, Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions on in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (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 Capital Stock Securities Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following, a reclassification of the Guarantor’s capital stock or the exchange or the conversion of one class or series of the Guarantor’s capital stock for another class or series of the Guarantor’s capital stock, (e) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (f) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor’s benefit plans for its directors, officers or employees or the Guarantor’s dividend reinvestment plan) if at such time (i) an Event of Default (as defined in the Indenture) of the Debenture Issuer paid or made to the Guarantor shall have occurred and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may bebe continuing, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under (as defined in the Indenture Indenture), and (Bb) in respect of which the Debenture Issuer or the Guarantor, as the case may be, Guarantor shall not have taken reasonable steps to cure, (2iii) if the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement Capital Securities Guarantee, or (3iv) the Debenture Issuer Guarantor shall have given notice of its election of the exercise of its right to begin an Extension Period (as defined in extend the Indenture) with respect interest payment period pursuant to the Debentures as provided in Section 16.01 of the Indenture and shall not have rescinded any such notice, or such Extension Period, or any extension thereof, shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Securities remain outstanding, it will not, and will not permit any of its Subsidiaries (including the Debenture Issuer) to, if (a) there shall have occurred an Event of Default, (b) there shall have occurred an Event of Default (as defined by the Indenture) or (c) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period as provided in Article IV of the First Supplemental Indenture to the Indenture and such period or extension thereof shall be continuing, then (i) the Guarantor shall not declare or pay any dividends or distributions dividend on, make any distribution with respect to, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding its capital stock (other than (A) purchases or acquisitions of shares of Guarantor's common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or any other contractual obligation of the Debenture Issuer Guarantor (other than a contractual obligation ranking pari passu with or junior to the Guarantor, as the case may beDebentures), or (bB) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), (ii) the Guarantor shall not make any payment of interest, principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of securities issued by the Debenture Issuer Guarantor that rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or and (iii) the guarantee in respect thereof, as the case may be, or Guarantor shall not make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be foregoing (other than pursuant to this Preferred Securities Guarantee). In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) dividends will remain the sole direct or distributions on the Capital Stock (as defined in the Indenture) indirect owner of all of the Debenture Issuer paid or made outstanding Common Securities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) Guarantor's ownership of the Debenture Issuer or the Guarantor, as the case may be, Common Securities and (ii) redemptions or purchases will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuingDeclaration.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Securities remain outstanding, it will not, and will not permit any of its Subsidiaries (including the Debenture Issuer) to, (a) neither Guarantor shall declare or pay any dividends or distributions dividend on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of the outstanding its capital stock of the Debenture Issuer or the Guarantor, as the case may be, or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Debenture Issuer or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be foregoing (other than (i) dividends or distributions on the Capital Stock (as defined in the Indenture) of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer payments under this Guarantee Agreement or the Guarantor, as the case may beequivalent guarantee agreements respecting preferred securities of Aetna Capital Trust_____,_____or_____, (ii) acquisitions of shares of a Guarantor's common stock in connection with the satisfaction by such Guarantor of its obligations under any employee benefit plan, (iii) stock repurchases in the open market, (iv) redemptions or purchases of any share purchase rights outstanding under issued by a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, Guarantor or the declaration of a dividend of such rights or the issuance of stock under such plans in the futureshare purchase rights, (iiiv) payments under accrued dividends (and cash in lieu of fractional shares) upon the conversion of any preferred securities guaranteestock of such Guarantor as may be outstanding from time to time, in each case in accordance with the terms of such stock and (ivvi) purchases of Common Stock related to stock dividends paid by a Guarantor or any dividends paid by the issuance of Common Stock under any benefit plans Company provided the Company is a direct or indirect wholly owned subsidiary of the Debenture Issuer or the Guarantor), as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2a) the Guarantor Guarantors shall be in default with respect to its their payment obligations hereunder, (b) there shall have occurred and be continuing an event of any obligations default under this Guarantee Agreement the Declaration or (3c) the Debenture Issuer Company shall have given notice of its election to begin of an Extension Extended Interest Payment Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Periodperiod, or any extension thereof, is continuing. In addition, so long as any Preferred Securities remain outstanding, each Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities to be continuingtransferred except to the extent such transfer is permitted under Section 9.1(c) of the Declaration; provided that any permitted successor of a Guarantor under the Indenture may succeed to the Guarantor's direct or indirect ownership of the Common Securities and (ii) will use reasonable efforts to cause the Issuer to continue to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the Declaration.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Securities remain outstanding, it will not, and will not permit any of its Subsidiaries (including the Debenture Issuer) to, if (a) any event shall have occurred that, to the actual knowledge of the Guarantor, constitutes an Event of Default, as defined in the Indenture, and the Guarantor shall not have taken reasonable steps to cure such Event of Default, (b) the Guarantor shall be in default of its obligations under this Securities Guaranty, or (c) the Guarantor shall have given notice of its election to exercise its right to begin or extend an extension period for deferral of interest payments on the Debentures as described in Section 311 of the Indenture, the Guarantor shall not have rescinded that notice and the extension period has commenced and is continuing or any extension thereof has commenced and is continuing, then (i) the Guarantor shall not declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, other than, at any time: (A) dividends or distributions in common stock of the outstanding Guarantor or in options, warrants or rights to subscribe for or purchase shares of such common stock, (B) any declaration of a dividend in connection with the implementation of a shareholder 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) purchases or acquisitions of common stock of the Guarantor related to the issuance of common stock or rights, or in connection with the satisfaction of the Guarantor’s obligations under, any of the Guarantor’s benefit plans for its directors, officers or employees or under any dividend reinvestment plan, (D) reclassifications of the capital stock of the Debenture Issuer Guarantor or the Guarantorexchange or conversion of one class or series of such capital stock for another class or series of such capital stock, as and (E) purchases of fractional interests in shares of our capital stock pursuant to the case may beconversion or exchange provisions of such capital stock or the securities being converted or exchanged, or and (bii) the Guarantor shall not make any payment of principal of, interest or (and premium, if any, ) or interest on or repay, repurchase or redeem any debt security of securities issued by the Debenture Issuer Guarantor which rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or Debentures, other than payments under this Securities Guarantee and (iii) the guarantee in respect thereof, as the case may be, or Guarantor shall not make any guarantee payments with respect to any guarantee by the Debenture Issuer or it of any debt securities issued by any subsidiary of the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Debenture Issuer which rank pari passu with or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions on the Capital Stock (as defined in the Indenture) of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuingDebentures.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Capital Securities remain outstanding, it will notif (i) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period and such extension shall be continuing, (ii) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations under this Capital Securities Guarantee or (iii) there shall have occurred and will not permit be continuing any event that, with the giving of its Subsidiaries (including notice, would constitute an Event of Default then the Debenture Issuer) to, Guarantor (a) shall not declare or pay any dividends or dividend on, make distributions onwith respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of its common stock in connection with the outstanding satisfaction by the Guarantor or any of its subsidiaries of their respective obligations under any benefit plans for directors, officers, agents or employees or the Guarantor's dividend reinvestment or director, officer, agent or employee stock purchase plans, (ii) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of its capital stock for another class or series of its capital stock, (iii) the purchase of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged for capital stock, (iv) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of its capital stock of the Debenture Issuer Guarantor or (v) any declaration of a dividend in connection with the implementation or extension of a stockholders' rights plan, 17 14 or the Guarantorissuance of stock under any such plan (including any plan existing on the date hereof) in the future or the redemption or repurchase or any such rights pursuant thereto), as the case may be, or (b) shall not make any payment of interest, principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of securities issued by the Debenture Issuer Guarantor which rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or and (c) shall not make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, Guarantor of the debt any securities of any Subsidiary subsidiary of the Debenture Issuer or the Guarantor, as the case may be, Guarantor if such guarantee ranks pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions on the Capital Stock (as defined in the Indenture) of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuingDebentures.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Preferred Securities remain outstanding, it will not, and will not permit any of its Subsidiaries (including the Debenture Issuer) to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital stock shares of the Debenture Issuer or the Guarantor, as the case may be, Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Debenture Issuer or the Guarantor, as the case may be, Guarantor that ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, Guarantor of the debt securities of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, Guarantor if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions on the Capital Stock in Common Shares (as defined in the Indenture) of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, Guarantor or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, Guarantor for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer Guarantor shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Common Securities remain outstanding, it will notif (i) there shall have occurred and be continuing a Debenture Event of Default, a Declaration Event of Default or an event that, with the giving of notice or the lapse of time or both, would constitute a Debenture Event of Default or a Declaration Event of Default or (ii) a selection by the Guarantor of a Deferral Period as provided in the Indenture and will not permit such period, or any of its Subsidiaries (including the Debenture Issuer) toextension thereof, shall be continuing, then (a) the Guarantor shall not declare or pay any dividends dividend on, or make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than stock dividends paid by the outstanding capital Guarantor which consist of the stock of the Debenture Issuer or same class as that on which the Guarantordividend is being paid), as the case may be, or (b) the Guarantor shall not make any payment of interest, principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of securities issued by the Debenture Issuer Guarantor which rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or and (c) shall not make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, Guarantor of the debt securities of any Subsidiary subsidiary of the Debenture Issuer or the Guarantor, as the case may be, Guarantor if such guarantee ranks pari passu with or junior in interest to the Debentures or the guarantee (in respect thereofeach case, as the case may be (other than (iA) dividends or distributions on the Capital Stock (as defined in the Indenture) of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may beStock, (iiB) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiiC) payments under any preferred securities guaranteethe Guarantee and the Common Securities Guarantee, and (ivD) purchases or acquisitions of shares of Common Stock related in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plan or any other contractual obligation of the Guarantor (other than a contractual obligation raking pari passu with or junior in interest to the issuance Debentures), (E) as a result of Common Stock under any benefit plans a reclassification of the Debenture Issuer Guarantor=s capital stock or the exchange or conversion of one class or series of the Guarantor, as =s capital stock for another class or series of the case may be, for its respective directors, officers Guarantor=s capital stock or employees(F) if at the purchase of fractional interests in shares of the Guarantor=s capital stock pursuant to the conversion or exchange provisions of such time (1) there shall have occurred any event of which the Debenture Issuer capital stock or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice security being converted or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuingexchanged).

Limitation of Transactions. The Guarantor hereby covenants If (i) the Company shall exercise its right to defer payment of interest as provided in Sectxxx 000, (xx) xxx Company shall have actual knowledge that an event has occurred that with the giving of notice or the lapse of time, or both, would constitute an Event of Default with respect to the Notes and agrees thatthe Company has not taken reasonable steps to cure the event, so long as any Preferred Securities remain outstandingor (iii) the Company shall be in default with respect to its payment obligations under the Guarantee, it will not, and will not permit any of its Subsidiaries (including the Debenture Issuer) to, then (a) the Company shall not declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding its capital stock (other than (i) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of its capital stock for another class or series of its capital stock, (ii) any payment of a rights dividend in connection with the implementation of a shareholder 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, (iii) purchases of its common stock related to the issuance of such stock under any of the Debenture Issuer Company's benefit plans for its directors, officers or employees, (iv) obligations under any dividend reinvestment plan or stock purchase plan of the GuarantorCompany, as (v) the case may bepurchase of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of such capital stock or security being converted or exchanged or (vi) dividends or distributions in its common stock) or make any guarantee payment with respect thereto, or (b) the Company shall not make any payment of interest, principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of securities issued by the Debenture Issuer Company which rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or Notes and (c) the guarantee in respect thereof, as the case may be, or Company shall not make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, of the debt securities payment obligations referred to in subparagraph (b) of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be this Section 209 (other than (i) dividends or distributions pursuant to the Guarantee and any similar guarantee issued by the Company on behalf of holders of preferred securities issued by an issuer holding Securities issued under the Capital Stock (as defined Indenture). SECTION 210. AUTHENTICATION AND DELIVERY OF THE NOTES Notes in the aggregate principal amount of $206,200,000 may, upon execution of this Third Supplemental Indenture) , be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Debenture Issuer paid Company, signed by its Chairman of the Board, its President, any Vice President, its Treasurer or made any Assistant Treasurer, without any further action by the Company. As provided in and pursuant to Section 303 of the Original Indenture, each time that the Company delivers Notes to the Guarantor and dividends Trustee or distributions in Common Stock (as defined Authenticating Agent for authentication, the Company shall deliver a Company Order in the Indenture) form of Exhibit B to this Third Supplemental Indenture for 9 13 the Debenture Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend authentication and delivery of such rights or Notes and the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, Trustee or such Extension Period, or any extension thereof, Authenticating Agent shall be continuingauthenticate and deliver such Notes.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Securities 1998A Debentures remain outstanding, it will notif (a) an Event of Default has occurred and is continuing or there shall have occurred and be continuing any event of which the Company has actual knowledge that, and will not permit any with the giving of notice or lapse of time, or both, would constitute an Event of Default, (b) the Company is in default of its Subsidiaries obligations under the Trust Preferred Securities Guarantee (including as defined in the Debenture IssuerDeclaration) toor the Trust Common Securities Guarantee (as defined in the Declaration), or (ac) the Company shall have given notice of its election to defer payments of interest on the 1998A Debentures by extending the interest payment period as provided in Section 7.1 and such period or any extension thereof shall be continuing, then, during such period, the Company shall not (i) declare or pay any dividends or on, make distributions onwith respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, to any of the outstanding capital stock of the Debenture Issuer its Capital Stock (except for (x) dividends or the Guarantor, as the case may bedistributions in shares of, or options, warrants or rights to subscribe for or purchase shares of its Capital Stock and conversions or exchanges of Common Stock of one class for Common Stock of another class and (by) redemptions or purchases of any rights pursuant to the Rights Agreement and the issuance of Capital Stock pursuant to such rights) or (ii) make any payment payments of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities (including guarantees of indebtedness for money borrowed) of the Debenture Issuer Company that rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest to the 1998A Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (iu) dividends any redemption, liquidation, interest, principal or distributions 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 redemption, interest, principal or guarantee payment is being made, (v) payments under the Capital Stock Trust Preferred Securities Guarantee (as defined in the IndentureDeclaration) of or the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Trust Common Stock Securities Guarantee (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may beDeclaration), (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, and (ivw) purchases of Common Stock related to the issuance of Common Stock under any of the Company's benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.,

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Preferred Securities remain outstanding, it will not, and will not permit any of its Subsidiaries (including the Debenture Issuer) to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital stock of the Debenture Issuer or the Guarantor, as the case may be, or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Debenture Issuer or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions on the Capital Stock (as defined in the Indenture) of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or any successor to such rights plan, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guaranteeguarantee issued by the Guarantor, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer Issuer, the Guarantor or the Guarantorits Subsidiaries, as the case may be, for its their respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, both would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries (including the Debenture Issuer) to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of the outstanding Guarantor's capital stock (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of common stock of the Debenture Issuer Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the Guarantor, as issuance of stock under any such plan in the case may befuture, or the redemption or repurchase of any such rights pursuant thereto, (iii) as a result of a reclassification of one class or series of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iv) the payment of accrued dividends and the purchase of fractional interests in the Guarantor's share capital pursuant to the conversion or exchange provisions of such share capital or the security being converted or exchanged, or (v) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees, any of the Guarantor's dividend reinvestment plans or stock purchase plans, or any of the benefit plans of any of the Guarantor's Affiliates, for such Affiliate's directors, officers or employees); (b) make any payment of principal of, of or interest or premium, if any, on on, or repay, repurchase or redeem redeem, any debt security of the Debenture Issuer or the Guarantor, as the case may be, Guarantor that ranks pari passu with or junior in interest to the Debentures Debentures; or the guarantee in respect thereof, as the case may be, or (c) make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, Guarantor of the debt securities of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions on the Capital Stock (as defined in the Indenture) of the Debenture Issuer paid Guarantor (other than pursuant to this Preferred Securities Guarantee Agreement) if such guarantee ranks pari passu with or made junior in interest to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the GuarantorDebentures, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2i) the Guarantor shall be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred and be continuing any Event of any obligations Default under this Guarantee Agreement the Indenture or (3iii) the Debenture Issuer Guarantor shall have given notice of its election of the exercise of its right to begin an Extension Period extend the interest payment period on the Debentures as permitted by the Indenture and such extension is continuing. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (as defined in i) will remain the Indenture) with respect sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities to be transferred except to the extent such transfer is permitted under Section 9.01 of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities, and (ii) will use reasonable efforts to cause the Issuer to continue to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuingDeclaration.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Securities remain outstanding, it will notif there shall have occurred an Event of Default under this Preferred Securities Guarantee, an event of default under the Trust Agreement or during an Extended Interest Payment Period (as defined in the Indenture), then (a) the Guarantor shall not declare or pay, and will shall not permit allow any of its Subsidiaries (including the Debenture Issuer) to, (a) to declare or pay pay, any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding its capital stock (other than (A) dividends or distributions in common stock of the Debenture Issuer Guarantor or any Subsidiary of the Guarantor, or any declaration of a non-cash dividend in connection with the implementation of a shareholder 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, (B) purchases of common stock of the Guarantor related to the rights under any benefit plans for its directors, officers or employees, (C) as the case may bea result of a reclassification of its capital stock into another class of its capital stock, or (D) payments of dividends or distributions to the Guarantor); (b) make the Guarantor shall not make, and shall not allow any of its Subsidiaries to make, any payment of interest, principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of securities issued by the Debenture Issuer Guarantor which rank PARI PASSU with or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, of such series or make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, Guarantor of the debt securities of any Subsidiary subsidiary of the Debenture Issuer or the Guarantor, as the case may be, Guarantor if such guarantee ranks PARI PASSU with or junior in interest to the Debentures or of such series; PROVIDED, HOWEVER, that notwithstanding the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions on the Capital Stock (as defined in the Indenture) of the Debenture Issuer paid or made to foregoing the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding make payments pursuant to its obligations under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, this Guarantee; and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2c) the Guarantor shall be in default with respect to its payment not redeem, purchase or acquire less than all of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice outstanding Debentures of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, series or any extension thereof, shall be continuingof the Preferred Securities relating to such Trust.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Securities remain outstanding, it will (i) if there shall have occurred an Event of Default (as defined in the Indenture) with respect to the Debentures, (ii) if there shall have occurred a Guarantee Event of Default or (iii) during any Deferral Period as provided in the Indenture, then the Guarantor shall not, and will shall not permit any subsidiary of its Subsidiaries the Guarantor, to (including the Debenture Issuer) to, (ax) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding Guarantor’s capital stock of the Debenture Issuer or the Guarantor, as the case may be, or (by) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repurchase purchase or redeem any debt security securities of the Debenture Issuer Guarantor that rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest to the Debentures, other than pro rata payments of accrued and unpaid interest on the Debentures and any other debt securities of the Guarantor that rank equally with the Debentures except and to the extent the terms of any such debt securities would prohibit the Guarantor from making such pro rata payment or the guarantee in respect thereof, as the case may be, or (z) make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, Guarantor of the debt securities of any Subsidiary subsidiary of the Debenture Issuer or the Guarantor, as the case may be, Guarantor if such guarantee ranks pari passu with or junior in interest to the Debentures or this Guarantee, other than pro rata payments of accrued and unpaid amounts on this Guarantee and any other guarantees by the guarantee in respect thereof, as Guarantor of debt securities of any subsidiary of the case may be Guarantor that rank equally with this Guarantee except and to the extent the terms of any such debt securities would prohibit the Guarantor from making such pro rata payment (other than (ia) dividends or distributions on the Capital Stock (as defined in the Indenture) of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (iib) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend in connection with the implementation of such a rights plan or the issuance of stock under any such plans in plan or the futureredemption or repurchase of any such rights pursuant thereto, (iiic) payments under any preferred securities guarantee, this Guarantee and (ivd) purchases of Common Stock related to the issuance of Common Stock or rights under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, Company’s benefits plans for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing).

Limitation of Transactions. The Guarantor hereby covenants If (i) TECO shall exercise its right to defer payment of interest as provided in Section 206, (ii) TECO shall have actual knowledge that an event has occurred that is, or with the giving of notice or the lapse of time, or both, would constitute, an Event of Default with respect to the Notes and agrees thatTECO has not taken reasonable steps to cure the event, so long as any Preferred Securities remain outstandingor (iii) TECO shall be in default with respect to its payment obligations under the Guarantee, it will not, and will not permit any of its Subsidiaries (including the Debenture Issuer) to, then (a) TECO shall not declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding its capital stock (other than (i) as a result of the Debenture Issuer a reclassification of its capital stock or the Guarantorexchange or conversion of one class or series of its capital stock for another class or series of its capital stock, as (ii) any payment of a rights dividend in connection with the case may beimplementation of a shareholder 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, (iii) purchases of its common stock related to the issuance of such stock under any of TECO's benefit plans for its directors, officers or employees, (iv) obligations under any dividend reinvestment plan or stock purchase plan of TECO, (v) the purchase of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of such capital stock or security being converted or exchanged or (vi) dividends or distributions in its common stock) or make any guarantee payment with respect thereto, (b) TECO shall not make any payment of interest, principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Debenture Issuer securities issued by TECO which rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or Notes and (c) TECO shall not make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, of the debt securities payment obligations referred to in subparagraph (b) of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be this Section 211 (other than (i) dividends or distributions pursuant to the Guarantee and any similar guarantee issued by TECO on behalf of holders of preferred securities issued by an issuer holding Securities issued under the Capital Stock (as defined Indenture). SECTION 212. AUTHENTICATION AND DELIVERY OF THE NOTES Notes in the aggregate principal amount of $412,400,000 (or up to $474,260,000 if the option granted to the underwriters is exercised) may, upon execution of this Sixth Supplemental Indenture) , be executed by TECO and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of TECO, signed by its Chairman of the Debenture Issuer paid Board, its President, any Vice President, its Treasurer or made any Assistant Treasurer, without any further action by TECO. As provided in and pursuant to Section 303 of the Original Indenture, each time that TECO delivers Notes to the Guarantor and dividends Trustee or distributions in Common Stock (as defined Authenticating Agent for authentication, TECO shall deliver a Company Order in the Indenture) form of Exhibit B to this Sixth Supplemental Indenture for the Debenture Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend authentication and delivery of such rights or Notes and the issuance of stock under such plans in the future, (iii) payments under any preferred securities guarantee, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, Trustee or such Extension Period, or any extension thereof, Authenticating Agent shall be continuingauthenticate and deliver such Notes.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Securities Debentures remain outstanding, it will notif (a) for any distribution period, full distributions on a cumulative basis on any Trust Preferred Securities have not been paid or declared and will not permit set aside for payment, (b) an Event of Default has occurred and is continuing or there shall have occurred and be continuing any event of which the Company has actual knowledge that, with the giving of notice or lapse of time, or both, would constitute an Event of Default, (c) the Company is in default of its Subsidiaries obligations under the Trust Preferred Securities Guarantee or the Trust Common Securities Guarantee, or (including d) the Debenture Issuer) toCompany shall have given notice of its election to defer payments of interest on the Debentures by extending the interest payment period as provided in Article XII and such period or any extension thereof shall be continuing, then, during such period, the Company shall not (ai) declare or pay any dividends or on, make distributions onwith respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, to any of the outstanding capital stock of the Debenture Issuer its Capital Stock (except for dividends or the Guarantor, as the case may bedistributions in shares of, or options, warrants or rights to subscribe for or purchase shares of its Capital Stock and conversions or exchanges of Common Stock of one class for Common Stock of another class) or (bii) make any payment payments of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities (including guarantees of indebtedness for money borrowed) of the Debenture Issuer Company that rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (iv) dividends any redemption, liquidation, interest, principal or distributions on guarantee payment by the Company where the payment is made by way of securities (including Capital Stock (as defined in the IndentureStock) of the Debenture Issuer paid that rank pari passu with or made junior to the Guarantor and dividends securities on which such redemption, interest, principal or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may beguarantee payment is being made, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iiiw) payments under any preferred securities guaranteethe Trust Preferred Securities Guarantee or the Trust Common Securities Guarantee, and (ivx) purchases of Common Stock related to the issuance of Common Stock under any of the Company's benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees, (y) if at such time (1) there shall have occurred any event as a result of which a reclassification of the Debenture Issuer Company's Capital Stock or the Guarantor, as exchange or conversion of one series or class of the case may be, has actual knowledge that Company's Capital Stock for another series or class of the Company's Capital Stock and (Az) with the giving purchase of notice fractional interests in shares of the Company's Capital Stock pursuant to the conversion or exchange provisions of such Capital Stock or the lapse of time security being converted or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuingexchanged).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Securities remain outstanding, it will if (i) there shall have occurred an Indenture Event of Default with respect to the Debt Securities of which the Guarantor has actual knowledge that (1) with the giving of notice or lapse of time, or both, would constitute an Indenture Event of Default and (2) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the Debt Securities and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and will shall not permit any subsidiary of its Subsidiaries the Guarantor, to (including the Debenture Issuer) to, (ax) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding Guarantor's capital stock of the Debenture Issuer or the Guarantor, as the case may be, or (by) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Debenture Issuer Guarantor that rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, Debt Securities or make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, Guarantor of the debt securities of any Subsidiary subsidiary of the Debenture Issuer or the Guarantor, as the case may be, Guarantor if such guarantee ranks pari passu with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be Debt Securities (other than (ia) dividends or distributions on the Capital Stock (as defined in the Indenture) of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (iib) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend in connection with the implementation of such a rights plan or the issuance of stock under any such plans in plan or the futureredemption or repurchase of any such rights pursuant thereto, (iiic) payments under any preferred securities guarantee, this Guarantee and (ivd) purchases of Common Stock related to the issuance of Common Stock or rights under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, Company's benefits plans for its respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Securities remain outstanding, it will notif there shall have occurred and be continuing any event that would constitute an Event of Default, an Indenture Event of Default, or Declaration Event of Default or if an Extended Interest Payment Period (as defined in the Indenture) has been declared and is in effect, then the Guarantor will not permit any of its Subsidiaries (including the Debenture Issuer) to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding its capital stock (which includes common and preferred stock), or (b) make, or permit any subsidiary to make, any payment of principal, interest or premium, if any (other than payments under the Subordinated Notes), on, or repay, repurchase or redeem, any debt security that ranks pari passu with or junior to the Debentures, the Debenture Issuer Guarantee or the GuarantorSubordinated Notes, as the case may be, or (bc) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Debenture Issuer or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may bemake, or make permit any subsidiary to make, any guarantee payments with respect to any guarantee by of any debt security (other than payments under the Preferred Securities Guarantee or the Debenture Issuer Guarantee), if such guarantee ranks pari passu with or junior to the Debentures or the GuarantorDebenture Guarantee, as the case may be. Notwithstanding the foregoing, the following shall not be prohibited: (i) repurchases, redemptions or other acquisitions of shares of capital stock of the debt securities Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any Subsidiary 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 Debenture Issuer Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Indenture Event of Default, Declaration Event of Default or selection of an Extension Period by the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions on the Capital Stock (as defined in the Indenture) of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may beapplicable, (ii) redemptions any transactions described in (a) or purchases of (b) above resulting from any rights outstanding under a shareholder rights plan reclassification of the Debenture Issuer or the Guarantor, as the case may be's capital stock, or the exchange or conversion of any class or series of the Guarantor's capital stock, for any other class or series of the Guarantor's capital stock, or the exchange or conversion of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (iv) any declaration of a dividend of such in connection with any stockholders' rights plan, or the issuance of rights, stock under such plans in the future, (iii) payments or other property under any preferred securities guaranteestockholders' rights plan, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers redemption or employees) if at such time (1) there shall have occurred any event repurchase of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuingrights pursuant thereto.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Preferred Capital Securities remain outstanding, it will not, and will not permit any of its Subsidiaries (including the Debenture Issuer) to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital stock of the Debenture Issuer or the Guarantor, as the case may be, or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Debenture Issuer or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions on the Capital Stock (as defined in the Indenture) of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or any successor to such rights plan, or the declaration of a dividend of such rights or the issuance of stock under such plans in the future, (iii) payments under any preferred securities guaranteeguarantee issued by the Guarantor, and (iv) purchases of Common Stock related to the issuance of Common Stock under any benefit plans of the Debenture Issuer Issuer, the Guarantor or the Guarantorits Subsidiaries, as the case may be, for its their respective directors, officers or employees) if at such time (1) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, both would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Trust Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries (including the Debenture Issuer) to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor’s capital stock of the Debenture Issuer or the Guarantor(which includes common and preferred stock), as the case may be, or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Debenture Issuer Guarantor (including any Other Debentures) that rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, Guarantor of the debt securities of any Subsidiary subsidiary of the Debenture Issuer or the Guarantor, as the case may be, Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions on the Capital Stock (as defined in the Indenture) shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (iib) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend in connection with the implementation of such a shareholders’ rights plan, or the issuance of stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under any preferred securities guaranteethe Trust Securities Guarantee, (d) a reclassification of the Guarantor’s capital stock or the exchange or conversion of one class or series of the Guarantor’s capital stock for another series of the Guarantor’s capital stock, (e) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (f) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (ivg) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Guarantor’s benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employeesemployees or any of the Guarantor’s dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute be an Indenture Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cureDefault, (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Trust Securities Guarantee Agreement or (3iii) the Debenture Issuer Guarantor shall have given notice of its election of the exercise of its right to begin an Extension Period (as defined in extend the Indenture) with respect interest payment period pursuant to the Debentures as provided in Section 16.01 of the Indenture and shall not have rescinded any such notice, or such Extension Period, or any extension thereof, shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Trust Preferred Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries (including the Debenture Issuer) to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital stock of the Debenture Issuer or the Guarantor(which includes common and preferred stock), as the case may be, or (bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Debenture Issuer Guarantor (including any Other Debentures) that rank pari passu with or the Guarantor, as the case may be, that ranks junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, Guarantor of the debt securities of any Subsidiary subsidiary of the Debenture Issuer or the Guarantor, as the case may be, Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions on the Capital Stock (as defined in the Indenture) shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (iib) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under any preferred securities guaranteethe Trust Preferred Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of the Guarantor's capital stock, (e) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (ivf) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Guarantor's benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employeesemployees or any of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Debenture Issuer or the Guarantor, as the case may be, Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Indenture Event of Default under the Indenture and (Bb) in respect of which the Debenture Issuer or the Guarantor, as the case may be, Guarantor shall not have taken reasonable steps to cure, (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Trust Preferred Securities Guarantee Agreement or (3iii) the Debenture Issuer Guarantor shall have given notice of its election of the exercise of its right to begin an Extension Period (as defined in extend the Indenture) with respect interest payment period pursuant to the Debentures as provided in Section 16.01 of the Indenture and shall not have rescinded any such notice, or such Extension Period, or any extension thereof, shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Securities remain outstanding, it will not, and the Guarantor will not permit any of its Subsidiaries (including the Debenture Issuer) to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of the outstanding capital its common stock of the Debenture Issuer or the Guarantor, as the case may be, or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Debenture Issuer or the Guarantor, as the case may be, that ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, preferred stock or make any guarantee payments payment with respect thereto if at such time (i) the Guarantor shall be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any guarantee by the Debenture Issuer or the Guarantor, as the case may be, Event of the debt securities of any Subsidiary of the Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions on the Capital Stock Default (as defined in the IndentureDeclaration) of the Debenture Issuer paid or made to (iii) the Guarantor and dividends or distributions in Common Stock shall have given notice of its selection of an extension period (as defined provided in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of the Debenture Issuer or the Guarantor, as the case may beissuance of shares of its capital stock, (ii) redemptions or purchases any declaration of any rights outstanding a dividend under a shareholder rights plan of or in connection with the Debenture Issuer or the Guarantor, as the case may be, or the declaration implementation of a dividend of such shareholder rights or plan, the issuance of capital stock of the Company under a shareholder rights plan or the redemption, repurchase or exchange of any such plans in the futureright distributed pursuant to a shareholder rights plan, (iii) payments under of accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred securities guaranteestock of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stock, and (iv) cash payments made by the Guarantor in lieu of delivering fractional shares upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stock (v) payments under this Agreement, or (vi) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employees, or related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) if at will remain the sole direct or indirect owner of all the outstanding Common Securities and shall not cause or permit the Common Securities to be transferred except to the extent such time (1transfer is permitted under Section 9.01(c) there shall have occurred of the Declaration, provided that any event permitted successor of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities; and (Bii) will use reasonable efforts to cause the Issuer to continue to be treated as a grantor trust for United States Federal income tax purposes, except in respect connection with a distribution of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuingDeclaration.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Preferred Common Securities remain outstanding, it will notif (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder, and will or (ii) there shall have occurred an event of default under the Indenture that has not permit any of its Subsidiaries been cured or waived, then the Guarantor shall not (including the Debenture Issuer) to, (ai) declare or pay any dividends or distributions on, or redeemprepay, purchasepur- chase, acquire or make a liquidation payment with respect to, any shares of the outstanding Guarantor's capital stock of the Debenture Issuer or the Guarantorstock, as the case may be, or (bii) make any payment of principal of, or interest or premium, if any, on on, or repay, repurchase or redeem any debt security securities of the Debenture Issuer Guarantor that rank pari passu in all respects with, or the Guarantor, as the case may be, that ranks junior in interest to right of payment to, the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments payment with respect to any guarantee by the Debenture Issuer or the Guarantor, as the case may be, Guarantor of the debt securities of any Subsidiary subsidiary of the Debenture Issuer or the Guarantor, as the case may be, Guarantor if such guarantee ranks pari passu with, or junior in interest to right of payment to, the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends dividends, distributions, redemptions, purchases or distributions on the Capital Stock (as defined in the Indenture) of the Debenture Issuer paid or acquisitions made to by the Guarantor and dividends by way of issuance of its capital stock (or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer options, warrants or the Guarantor, as the case may beother rights to subscribe therefor), (iib) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend in connection with the implementation of such a shareholders' rights plan, or the issuance of stock under any such plans shareholders' rights plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under any preferred securities guaranteethe Preferred Securities Guarantee or Common Securities Guarantee, and (ivd) the purchase of fractional shares resulting from a reclassification of the Company's capital stock, (e) 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, (f) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Guarantor's benefit plans of the Debenture Issuer or the Guarantor, as the case may be, for its respective directors, officers or employeesemployees and (g) if at such time (1) there shall have occurred obligations under any event of which the Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice 's dividend reinvestment or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuingstock purchase plans).