Common use of Limitation of Transactions Clause in Contracts

Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor will not declare or pay dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE 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 event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection of a Deferral Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) 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 Declaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor will shall not declare or pay dividends onor make any distribution with respect to, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common capital stock or preferred stock or make any GUARANTEE payment with respect thereto if at such time (other than (i) the Guarantor shall be in default with respect to its GUARANTEE Payments purchases or other payment obligations hereunder, (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection of a Deferral Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employment contractemployee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, benefit plan (ii) as a result of a reclassification of the Guarantor's capital stock or other similar arrangement with the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the benefit Guarantor's capital stock, (iii) the purchase of employeesfractional 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, officers, directors (iv) dividends or distributions in capital stock of consultants, the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any declaration of rights outstanding under a dividend in connection with the implementation of a stockholders' shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the issuance of stock under Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such plan in payment is otherwise authorized under the futureagreements governing such debt securities, or the redemption or repurchase of such rights pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, and (c) the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or permit the Common Securities to be transferred except Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such transfer payment or to the extent the failure to make any such payment is permitted under Section 9.01(c) of the Declaration; provided that any permitted successor of the Guarantor otherwise authorized 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 Declarationagreements governing such guarantee payments.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (a) there shall have occurred an Event of Default, (b) there shall have occurred an Event of Default under the Indenture or (c) the Guarantor will has exercised its option to defer interest payments on the Debentures by extending the interest payment period and such period or extension thereof shall be continuing, then (i) the Guarantor shall not declare or pay dividends any dividend on, make any distribution with respect to, or redeem, purchase, acquire acquire, or make a distribution or liquidation payment with respect to, any of 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 preferred any other contractual obligation of the Guarantor (other than a contractual obligation ranking pari passu with or junior to the Debentures), (B) as a result of a reclassification of the Guarantor's capital stock or make any GUARANTEE payment with respect thereto if at the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock or (C) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such time capital stock or the security being converted or exchanged), (iii) the Guarantor shall be in default not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with respect or junior to its GUARANTEE Payments or other payment obligations hereunder, (ii) there shall have occurred any event of default under the Declaration or Debentures and (iii) the Guarantor shall have given notice of its selection of a Deferral Period (as defined in the Indenture) and such period, or not make any extension thereof, is continuing; provided, however, that guarantee payments with respect to the foregoing restrictions shall not apply (other than pursuant to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant theretothis Preferred Securities Guarantee). In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) of the Declarationtransferred; 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 not take any action which would cause the Issuer to continue cease to be treated as a grantor trust for United States Federal federal income tax purposes except in connection with a distribution of Debentures as provided in the Declaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor will not declare or pay any dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE payment with respect thereto if at such time (i) the Guarantor shall be in default with respect to its GUARANTEE Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any event Event of default under Default (as defined in the Declaration Declaration) or (iii) the Guarantor shall have given notice of its selection of a Deferral Period an extension period (as defined in the Indenture) and such period, or any extension thereof, is continuing; providedPROVIDED, howeverHOWEVER, that the foregoing restrictions shall will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) declarations or payments of 18 18 dividends in connection with the implementation of a stockholders's 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) payments of accrued dividends by the Guarantor 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, (iiiiv) 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, (ivv) repurchases, redemptions purchases or other acquisitions of shares share of capital common stock of the Guarantor in connection with the satisfaction of obligations under any employment contract, employee benefit plan or other similar arrangement with contractual obligation, (vi) dividends, distributions, redemptions, purchases, acquisitions or for the benefit of employees, officers, directors of consultants, or (v) any declaration payments as a result of a dividend in connection with the implementation reclassification of a stockholders' rights plan, capital stock or the issuance conversion of one class or series of capital stock under any such plan in the future, for another class or the redemption or repurchase series of such rights pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) 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 Declarationcapital stock.

Limitation of Transactions. (a) So long as any Preferred Common Securities remain outstanding, the Guarantor will not declare or pay dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE payment with respect thereto if at such time (i) the Guarantor shall be in default with respect to its GUARANTEE Guarantee Payments or other payment obligations hereunder, or (ii) there shall have occurred any event Event of default under the Declaration or Default then (iiia) the Guarantor shall have given notice not declare or pay any dividend on, or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its selection capital stock and (b) the Guarantor shall not make any payment of a Deferral Period interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor which rank pari passu with or junior to the Subordinated Notes and (as defined in c) the IndentureCompany shall not make any guarantee payments (other than pursuant to this Preferred Securities Guarantee) and such periodwith respect to the foregoing. However, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall restriction will not apply to any dividend, redemption, interest, principal or guarantee payments by the Company where the payment is made by way of (i) dividendssecurities (including capital stock) that rank junior to the securities on which such dividend, redemptionsredemption, purchasesinterest, acquisitionsprincipal or guarantee payment is being made or (ii) securities (including capital stock) of Tele-Communications, distributions Inc., a Delaware corporation (or payments made any successor to such corporation). (b) Notwithstanding subsection 3.1(a) or any other language to the contrary contained in this Common Securities Guarantee, nothing shall prevent the Guarantor from: (i) declaring or paying any dividend on, or making any distribution with respect to, or redeeming, purchasing, acquiring or making a liquidation payment with respect to, any of its capital stock in or with (x) securities of the Guarantor (including capital stock) that rank junior to such capital stock or (y) securities (including capital stock) of TCI or (ii) paying any interest, principal or premium on, or repaying, repurchasing or redeeming, any debt securities issued by the Guarantor by way of issuance of shares of its capital stockwhich rank pari passu with or junior to the Subordinated Notes, with (iix) payments of 18 18 accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred stock securities of the Guarantor as may be outstanding from time (including capital stock) that rank junior to time in accordance with the terms of such preferred stock, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, debt securities or (vy) 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 such rights pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the Guarantor securities (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 transferred except to the extent such transfer is permitted under Section 9.01(cincluding capital stock) 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 DeclarationTCI.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default, an event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture or a selection by the Guarantor will of an Extended Interest Payment Period as provided in the Indenture and such period, or any extension thereof, shall be continuing, then (a) the Guarantor shall not declare or pay dividends any dividend on, or make any distribution with respect to, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common capital stock or preferred (other than stock or make any GUARANTEE payment with respect thereto if at such time dividends declared and paid by the Guarantor which stock dividends consist of the stock of the same class as that on which the dividend is being paid), (ib) the Guarantor shall be in default not make any payment of interest, principal or premium, if any, on or repay, purchase or redeem any debt securities issued by the Guarantor which rank pari passu with or junior to the Debentures and (c) shall not make any guarantee payments with respect to its GUARANTEE Payments or the foregoing (other payment obligations hereunderthan pursuant to the Preferred Securities Guarantee). Notwithstanding the foregoing, (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of may at any time (a) purchase or acquire its selection of a Deferral Period (as defined capital stock in connection with the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made satisfaction by the Guarantor by way of issuance its obligations under any employee benefit plans or pursuant to any contract or security outstanding on the first day of shares any such event requiring the Guarantor to purchase its capital stock; (b) reclassify its capital stock or exchange or convert one class or series of its capital stock for another class or series of its capital stock; (c) purchase fractional interests in its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; (d) declare dividends or distributions in its capital stock, (ii) payments of 18 18 accrued including stock dividends paid by the Guarantor upon which consist of the redemption, exchange or conversion of any preferred stock of the Guarantor same class as may be outstanding from time that on which any dividend is being paid; (e) redeem or purchase any rights pursuant to time in accordance with the terms of such preferred stock, a rights agreement; and (iiif) cash make 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant thereto. In addition, so long as Guarantee related to any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) 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 DeclarationSecurities.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an event of default under the Declaration, then (a) the Guarantor will shall not declare or pay dividends any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common capital stock or preferred stock or make any GUARANTEE payment with respect thereto if at such time (other than (i) purchases or acquisitions of shares of its common stock in connection with the satisfaction by the Guarantor shall be in default with respect of its obligations under any employee benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security requiring the Guarantor to purchase shares of its GUARANTEE Payments or other payment obligations hereundercommon stock, (ii) there shall have occurred any event as a result of default under the Declaration or (iii) the Guarantor shall have given notice a reclassification of its selection capital stock or the exchange or conversion of a Deferral Period (as defined in the Indenture) and such period, one class or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions series of its capital stock for another class or payments made by the Guarantor by way of issuance of shares series of its capital stock, (iiiii) payments the purchase of 18 18 accrued dividends by fractional interests in shares of its capital stock pursuant to the Guarantor upon the redemption, conversion or exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms provisions of such preferred stockcapital stock or the security being converted or exchanged, (iii) 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, and (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights purchases pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership Rights Agreement, dated August 7, 1995, between the Guarantor and AmSouth Bank of Alabama as Rights Agent), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor which rank pari passu with or junior to the Debentures and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant to this Agreement, the Common Securities Guarantee, dated as of , 20 (the "Common Guarantee") of the Guarantor with respect to the % Trust Originated Common Securities of the Trust, the Preferred Securities Guarantee dated as of August 22, 2001 and (ii) will use reasonable efforts the Common Securities Guarantee, dated August 22, 2001 of the Company with respect to cause the Issuer 71/2% Trust Originated Preferred Securities Series D of PLC Capital Trust III and the Preferred Securities Guarantee, dated as of September 25, 2002, the Common Securities Guarantee dated as of September 25, 2002 of the Company with respect to continue to be treated as a grantor trust for United States Federal income tax purposes except in connection with a distribution the 71/4% Trust Originated Preferred Securities Series E of Debentures as provided in the DeclarationPLC Capital Trust IV.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) there shall have occurred an Event of Default, (ii) there shall have occurred an event of default under the Indenture or (iii) the Guarantor will has exercised its option to defer interest payments on the Debentures by extending the interest payment period as provided therein, and such period or extension thereof shall be continuing, then (a) the Guarantor shall not declare or pay dividends any dividend on, make any distribution or other payment with respect to, or redeem, purchase, acquire or make a distribution or any liquidation payment with respect to, to any of its common capital stock or preferred stock or make any GUARANTEE 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, than (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection of a Deferral Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, (iii) 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, (iv1) repurchases, redemptions or other acquisitions of shares of the Guarantor's capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) any declaration of a dividend in connection with the implementation satisfaction by the Guarantor of its obligations under any employee benefit plans, (2) as a stockholders' rights plan, result of an exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock or (3) 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 issuance security being converted or exchanged), (b) the Guarantor shall not make any payment of stock under interest, principal or premium, if any, on or repay, repurchase or redeem any such plan in debt securities issued by the future, Guarantor that rank pari passu with or junior to the redemption or repurchase of such rights Debentures and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant theretoto this Guarantee Agreement). In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) of the DeclarationSecurities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities and Securities, (ii) will use reasonable efforts to not take any action which would cause the Issuer to continue cease to be treated as a grantor trust for United States Federal federal income tax purposes and (iii) will cause the Issuer to remain a statutory business trust, except in connection with a distribution of Debentures the Debentures, the redemption of all of the Trust Securities or mergers, consolidations or amalgamations, each as provided in the DeclarationTrust Agreement.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor will not declare or pay any dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE guarantee payment with respect thereto if at such time (i) the Guarantor shall be in default with respect to its GUARANTEE Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any event Event of default under Default (as defined in the Declaration Declaration) or (iii) the Guarantor shall have given notice of its selection of a Deferral an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, stock or (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) 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 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 purposes, except in connection with a distribution of Debentures as provided in the Declaration.

Limitation of Transactions. So (a) For as long as any Class B Preferred Securities remain outstanding and the Upper Tier 2 Percentage of the Class B Preferred Securities exceeds zero, the Guarantor undertakes not to give any guarantee or similar undertaking with respect to, or enter into any other agreement relating to the support of, or payment of any amounts in respect of, any Group Capital Securities of any of its affiliates which guarantee or similar undertaking or other support agreement would rank senior in any regard to this Class B Preferred Guarantee unless this Class B Preferred Guarantee is amended to give the Holders of the Class B Preferred Securities with respect to the Upper Tier 2 Percentage thereof such rights and entitlements as are contained in or attached to such other guarantee, similar undertaking or agreement so that the Guarantor’s obligations under this Class B Preferred Guarantee relating to the Upper Tier 2 Percentage of the Class B Preferred Securities rank at least on parity with, and contain, substantially equivalent rights of priority as to payment, as such guarantee, similar undertaking or other support agreement. “Group Capital Securities”, as used herein, includes any interests in the capital of any person that rank (A) senior to the preference shares, Preferred Tier 1 Capital Securities and common shares of such person and (B) junior to all other obligations of such person that (i) rank senior to the preference shares and Preferred Tier 1 Capital Securities, if any, of such person and (ii) do not by their terms rank pari passu with such interests. (b) From and including the date of the first Tier 1 Qualification Election, if any, and for so long as any Class B Preferred Securities remain outstanding, the Guarantor will undertakes not declare to issue any preference shares ranking senior on liquidation to its obligations under this Class B Preferred Guarantee or pay dividends on, give any guarantee or redeem, purchase, acquire or make a distribution or liquidation payment similar undertaking with respect to, or enter into any other agreement relating to the support or payment of its common stock amounts in respect of, any other preference shares (or preferred stock instruments ranking on parity with or make junior to preference shares) issued by any GUARANTEE other affiliated entity that would rank senior in right of payment with to the Guarantor’s obligations under this Class B Preferred Guarantee in respect thereto if at such time (i) of the Guarantor shall be in default Tier 1 Percentage of the Class B Preferred Securities, unless this Class B Preferred Guarantee is amended to give the Holders of Class B Preferred Securities with respect to its GUARANTEE the Tier 1 Percentage thereof such rights and entitlements as are contained in or attached to such other guarantee, similar undertaking or agreement so that the Guarantor’s obligations under this Class B Preferred Guarantee relating to the Tier 1 Percentage of the Class B Preferred Securities rank at least on parity with, and contain substantially equivalent rights of priority as to payment as, such guarantee, similar undertaking or other support agreement. (c) The Guarantor shall pay all amounts required to be paid pursuant to this Class B Preferred Guarantee in respect of any Capital Payments on the Class B Preferred Securities payable in respect of the most recent Class B Payment Period prior to any dividend or other payment obligations hereunder, (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection of a Deferral Period (as defined except dividends in the Indentureform of Shares) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) 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 DeclarationShares.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor will not declare or pay any dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE guarantee payment with respect thereto if at such time (i) the Guarantor shall be in default with respect to its GUARANTEE Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any event Event of default under Default (as defined in the Declaration Declaration) or (iii) the Guarantor shall have given notice of its selection of a Deferral Period an extension period (as defined in the Indenture) and such period, or any extension thereof, is continuing; providedPROVIDED, howeverHOWEVER, that the foregoing restrictions shall will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, stock or (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) of the Declaration; provided PROVIDED that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities 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 purposes, except in connection with a distribution of Debentures as provided in the Declaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor agrees that it will not declare or pay dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock (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 shareholders' 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) 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, (d) the payment of accrued dividends and 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 (e) purchases of the Guarantor's common stock related to the issuance of the Guarantor's 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) or make any GUARANTEE guarantee payment with respect thereto thereto, if at such time (i) the Guarantor shall be in default with respect to its GUARANTEE Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection election of a Deferral an Extended Interest Payment Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the Guarantor agrees that it (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 transferred except to the extent such transfer is permitted under Section 9.01(c) 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 federal income tax purposes except in connection with a distribution of Debentures as provided in the Declaration.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, the Guarantor will shall not (a) declare or pay any dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of the Guarantor's capital stock except for dividends, payments or distributions payable in shares of the Guarantor's capital stock, reclassifications of its common capital stock and conversions or preferred exchanges of capital stock of one class or series for capital stock of another class or series and except for a redemption, purchase or other acquisition of shares of or its capital stock made for the purpose of an employee incentive plan or benefit plan or other similar arrangement of the Guarantor or any of its subsidiaries or (b) make any GUARANTEE payment of interest, principal of or premium, if any, on, or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior in right of payment to the Debentures (except by conversion into or exchange for shares of its capital stock) or (c) make any guarantee payments with respect thereto to the foregoing, if at such time (i) the Guarantor shall be in default with respect to its GUARANTEE Guarantee Payments or other payment obligations hereunder, under this Capital Securities Guarantee Agreement; (ii) there shall have occurred any and be continuing an event of default under the Declaration Indenture; or (iii) the Guarantor shall have given notice of its selection election of a Deferral Period (as defined in the Indenture) exercise of its right to extend the interest payment period pursuant to Section 313 of the Indenture and any such period, or any extension thereof, is shall be continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant thereto. In addition, so So long as any Preferred Capital Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) of by the Declaration; provided provided, that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities Securities, and (ii) will use reasonable efforts to not take any action which will cause the Issuer Trust to continue cease to be treated as a grantor trust for United States Federal federal income tax purposes except in connection with a distribution of Debentures as provided in the DeclarationDebentures.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, the Guarantor will not declare or pay dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE payment with respect thereto if at such any time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (x) with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (y) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) the Guarantor shall be in default with respect to its GUARANTEE Payments or other payment of any obligations hereunderunder this Capital Securities Guarantee and the Debentures held by the Property Trustee, (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection election of a Deferral Period the exercise of its right to defer payment of interest pursuant to Section 16.01 of the Indenture and any such extension shall be continuing, then the Guarantor shall not (as defined in the Indenture1) and such perioddeclare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to any extension thereofof the Guarantor's capital stock (which includes common and preferred stock); (2) make any payment of principal, is continuing; providedpremium, howeverif any, that the foregoing restrictions shall not apply or interest on or repay or repurchase or redeem any debt (3) make any guarantee payments with respect to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made any guarantee by the Guarantor by way of issuance the debt 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 other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred common stock of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stockGuarantor, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (vb) any declaration of a dividend in connection with the implementation of a stockholders' stockholder's 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. In addition, so long (c) payments under the Capital Securities Guarantee, (d) as any Preferred Securities remain outstandinga direct result of, the 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 transferred except only to the extent such transfer is permitted under Section 9.01(c) necessary to avoid the issuance of the Declaration; provided that any permitted successor fractional shares of the Guarantor under the Indenture may succeed to the Guarantor's ownership capital stock following, a reclassification of the Common Securities 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 (iif) will use reasonable efforts purchases of common stock related to cause the Issuer to continue to be treated as a grantor trust issuance of common stock or rights under any of the Guarantor's benefit plans for United States Federal income tax purposes except in connection with a distribution its directors, officers or employees or any of Debentures as provided in the DeclarationGuarantor's dividend reinvestment plans.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (a) there shall have occurred an Event of Default, (b) there shall have occurred an Event of Default (as defined under the Indenture) or (c) the Debenture Issuer 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 will shall not, and shall not permit the Debenture [Issuer OR Guarantor] to declare or pay dividends any dividend on, make any distribution relating to, or redeem, purchase, acquire acquire, or make a distribution or liquidation payment with respect relating to, any of its common stock or preferred capital stock or make any GUARANTEE payment guarantee payments 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, than (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection of a Deferral Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, (iii) 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, (ivA) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employment contract, employee benefit plan plans or any other similar arrangement contractual obligation of the Guarantor (other than a contractual obligation ranking pari passu with or junior to the Debentures), (B) as a result of a reclassification of the capital stock of the Guarantor or the Debenture [Issuer OR Guarantor] or the exchange or conversion of one class or series of the capital stock of the Guarantor or the Debenture [Issuer OR Guarantor] for another class or series of the benefit capital stock of employeesthe Guarantor or the Debenture [Issuer OR Guarantor], officers, directors (C) the purchase of consultantsfractional interests in shares of the capital stock of the Guarantor or the Debenture [Issuer OR Guarantor] pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (vD) any declaration dividends and distributions made upon the capital stock of a dividend in connection the Guarantor or the Debenture [Issuer OR Guarantor] or rights to acquire that capital stock with the implementation Guarantor's or the Debenture [Issuer OR Guarantor]'s capital stock or rights to acquire that capital stock), (ii) the Guarantor shall not and shall not permit the Debenture [Issuer OR Guarantor] to make any payment of a stockholders' rights planinterest, principal or premium, if any, on, or repay, repurchase or redeem any debt securities issued by the issuance of stock under any such plan in the future, Guarantor or the redemption Debenture [Issuer OR Guarantor] that rank pari passu with or repurchase of such rights junior to the Debentures and (iii) the Guarantor shall not make, and shall not permit the Debenture [Issuer OR Guarantor] to make any guarantee payments with respect to the foregoing (other than pursuant theretoto this Preferred Securities Guarantee or the guarantee under the Indenture). In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) of the DeclarationSecurities; 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 not take any action which would cause the Issuer to continue cease to be treated as a grantor trust for United States Federal federal income tax purposes except in connection with a distribution of Debentures as provided in the Declaration.

Limitation of Transactions. So long as 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 Securities remain outstandingShares, including, without limitation the Redemption Price and the Liquidation Price, the Guarantor will shall not declare (and shall not allow any of its subsidiaries (whether existing on or pay dividends onafter the date hereof) to: (i) pay, or declare and set aside for payment, any dividends on 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 distribution or liquidation payment preference with respect to, any shares of its common capital stock of the Guarantor ranking junior to the Guarantor’s obligations under the guarantee or any preferred stock or make any GUARANTEE payment with respect thereto if at 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 (i) the Guarantor shall be in default as all accrued and unpaid dividends and any other amounts then owing with respect to its GUARANTEE Payments or other payment obligations hereunder, the Series A Preferred Shares have been paid in full (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection of a Deferral Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments have been made by the Guarantor by way in respect of issuance of shares of its capital stock, (ii) payments of 18 18 accrued such dividends by the Guarantor upon pursuant to the redemptionGuarantee). Neither the Guarantor, exchange nor any subsidiary of the Guarantor, shall pay dividends, or conversion of make guarantee payments with respect to dividends, on any preferred stock shares of affiliates of the Guarantor entitled to the benefits of a guarantee ranking junior to the guarantee as may be outstanding from to participation in profits of the Guarantor until such time to time as all accrued dividends payable on the Series A Preferred Shares shall have been paid in accordance with the terms full (or payments have been made in respect of such preferred stock, (iii) cash payments made dividends by the Guarantor in lieu of delivering fractional shares upon pursuant to the redemption, exchange Guarantee). The foregoing provisions shall not prevent or conversion of any preferred stock of restrict the Guarantor as may be outstanding from time making: (i) dividends in shares of, or options, warrants or rights to time subscribe for or purchase shares of, Common Stock; (ii) any declaration of a dividend in accordance with the terms of such preferred stock, (iv) repurchases, redemptions or other acquisitions of shares form of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) any declaration of a dividend in connection with the implementation by the Guarantor of a stockholders' ’ rights plan, or the issuance of stock rights or Common Stock under any such plan in the future; (iii) payments pursuant to this Guarantee Agreement; (iv) cash payments in respect of fractional shares in accordance with customary market practices upon the conversion or exchange of securities convertible or exchangeable into Common Stock of the Guarantor; (v) purchases of Common Stock in connection with any stock option, stock purchase or other benefit plan pursuant to any pre-existing contractual agreement with an officer, director or employee of the redemption Guarantor or repurchase pursuant to any dividend reinvestment plan, provided that any such purchases pursuant to this clause (v) shall not exceed $2,000,000 in the aggregate during the term of such rights pursuant thereto. In additionthis Guarantee Agreement and any Successor Guarantee; (vi) a distribution in connection with a consolidation, so long as any Preferred Securities remain outstandingmerger or reorganization, the result of which is that the Guarantor and the Issuer shall have become a single entity, to (i) will remain the sole direct or indirect owner holders of all of the outstanding Common Securities and shall not cause or permit the Common Securities to be transferred except securities junior to the extent such transfer is permitted under Section 9.01(c) Series A Preferred Shares of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed securities ranking junior to the Guarantor's ownership of the Common Securities Series A Preferred Shares; and (ii) will use reasonable efforts holders of parity securities with respect to cause the Issuer Series A Preferred Shares of securities junior to continue to be treated as a grantor trust for United States Federal income tax purposes except or on parity with the Series A Preferred Shares; and (vii) cash payments in lieu of fractional shares, in accordance with customary market practices, in connection with a distribution of Debentures as provided consolidation, merger or reorganization contemplated in the Declarationclause (vi) immediately above.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, the Guarantor will not declare or pay dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE payment with respect thereto if at such time (i) the Guarantor shall be in default with respect to its GUARANTEE Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any and be continuing an Event of Default or an event of default under the Declaration Declaration, or (iii) the Guarantor shall have given notice of its selection of a Deferral selected an Extension Period (as defined provided in the Indenture) Declaration and such period, or any extension thereof, is shall be continuing; provided, however, that then (a) the foregoing restrictions Guarantor shall not apply declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor's capital stock or rights to acquire such capital stock (other than (i) dividends, redemptions, purchases, acquisitions, distributions purchases or payments made acquisitions of shares of the Guarantor's capital stock or rights to acquire such capital stock in connection with the satisfaction by the Guarantor by way of issuance of shares of its capital stockobligations under any employee benefit plans, (ii) payments as a result of 18 18 accrued dividends by a reclassification of the Guarantor upon Guarantor's capital stock or rights to acquire such capital stock or the redemption, exchange or conversion of any preferred stock one class or series of the Guarantor as may be outstanding from time Guarantor's capital stock or rights to time in accordance with acquire such capital stock for another class or series of the terms of Guarantor's capital stock, or rights to acquire any such preferred stock, (iii) cash payments made by the Guarantor purchase of fractional interests 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 Guarantor's capital stock pursuant to time in accordance with the terms conversion or exchange provisions of such preferred stock, capital stock or the security being converted or exchanged; (iv) repurchases, redemptions dividends or other acquisitions of shares of distributions made on the Guarantor's capital stock of or rights to acquire such capital stock with the Guarantor in connection with any employment contract, benefit plan Guarantor's capital stock or other similar arrangement with or for the benefit of employees, officers, directors of consultants, rights to acquire such capital stock; or (v) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan Guarantor's Share Purchase Rights Plan (as defined in the futureDeclaration), or the redemption or repurchase of any such rights pursuant thereto. In addition, so long as ) or make any Preferred Securities remain outstanding, guarantee payments with respect to the foregoing and (b) the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause make any payment of interest, principal or permit premium, if any, on or repay, repurchase or redeem any debt securities issued by the Common Securities to be transferred except Guarantor which rank pari passu with or junior to the extent such transfer is permitted under Section 9.01(c) 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 DeclarationDebentures.

Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, the Guarantor will not (a) declare or pay any dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of the Guarantor's capital stock except for dividends, payments or distributions payable in shares of the Guarantor's capital stock, reclassifications of its common capital stock and conversions or preferred exchanges of capital stock of one class or series for capital stock of another class or series and except for a redemption, purchase or other acquisition of shares of or its capital stock made for the purpose of an employee incentive plan or benefit plan or other similar arrangement of the Guarantor or any of its subsidiaries or (b) make any GUARANTEE payment of interest, principal of or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior in right of payment to the Debentures (except by conversion into or exchange for shares of its capital stock) or (c) make any guarantee payments with respect thereto to the foregoing, if at such time (i) the Guarantor shall be in default with respect to its GUARANTEE Guarantee Payments or other payment obligations hereunder, under this Capital Securities Guarantee Agreement; (ii) there shall have occurred any and be continuing an event of default under the Declaration Indenture or (iii) the Guarantor shall have given notice of its selection election of a Deferral Period (as defined in the Indenture) exercise of its right to extend the interest payment period pursuant to Section 313 of the Indenture and any such periodextension, or any extension thereof, is shall be continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant thereto. In addition, so So long as any Preferred Capital Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) of by the Declaration; provided provided, that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities Securities, and (ii) will use reasonable efforts to not take any action which will cause the Issuer Trust to continue cease to be treated as a grantor trust for United States Federal federal income tax purposes except in connection with a distribution of Debentures as provided in the DeclarationDebentures.

Limitation of Transactions. So (a) The Guarantor, for so long as any Company Preferred Securities remain outstanding, shall not issue any preferred securities, preferred or preference shares or any securities that qualify as Tier 1 capital for the Guarantor will not declare ranking senior on liquidation to its obligations under this Guarantee or pay dividends ongive any guarantee in respect of any preferred securities, preferred or redeem, purchase, acquire preference shares or make a distribution or liquidation payment with respect to, any securities that qualify as Tier 1 capital for the Guarantor issued by any of its common stock subsidiaries if such guarantee would rank senior to this Guarantee, unless this Guarantee is amended to give the Holders of the Company Preferred Securities such rights and entitlements as are contained in or attached to such other guarantee so that this Guarantee ranks pari passu with such guarantee and pari passu with such preferred stock securities, preferred or make preference shares or any GUARANTEE payment with respect thereto if at such time securities that qualify as Tier 1 capital for the Guarantor. (ib) the The Guarantor shall pay all amounts required to be paid pursuant to this Guarantee in default with respect of any Dividends on the Company Preferred Securities payable in respect of the most recent Dividend Period prior to its GUARANTEE Payments any dividend or other payment obligations hereunder, (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection of a Deferral Period (as defined except dividends in the Indentureform of the Ordinary Shares) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor upon the redemption, exchange Ordinary Shares (whether issued directly or conversion of any preferred stock by a subsidiary of the Guarantor as may be outstanding from time and entitled to time in accordance with the terms of such preferred stock, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) any declaration benefits of a dividend in connection with the implementation of a stockholders' rights planguarantee ranking junior to this Guarantee). (c) The Guarantor, or the issuance of stock under any such plan in the future, or the redemption or repurchase of such rights pursuant thereto. In addition, for so long as any Trust Securities or Company Preferred Securities remain outstanding, shall maintain, or shall cause the Guarantor (i) will remain the sole direct Bank or indirect owner of all any one or more Qualified Subsidiaries or branches of the outstanding Bank (each, a "Potential Securityholder") to maintain, 100% ownership of the Company Common Securities and shall not cause or the Trust Common Securities. The Guarantor may transfer and permit the transfer of the Company Common Securities from one Potential Securityholder to be transferred except another Potential Securityholder, provided that prior to such transfer it has received an opinion of a nationally recognized law firm experienced in such matters to the extent such transfer is permitted under Section 9.01(ceffect that (A) 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) Company will use reasonable efforts to cause the Issuer to continue to be treated as a partnership for United States federal income tax purposes and such transfer will not cause the Company to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (B) such transfer will not cause the Company or the Trust to be required to register under the 1940 Act and (C) such transfer will not adversely affect the limited liability of the Holders of the Company Preferred Securities. (d) The Guarantor for so long as any Trust Securities or Company Preferred Securities remain outstanding, (i) shall cause the Company to remain a limited liability company, (ii) shall use its commercially reasonable efforts to ensure that the Company will not be an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes, (iii) shall cause the Company to remain a limited liability company and not to voluntarily dissolve, wind up, liquidate or be terminated, except as permitted by the LLC Agreement, and (v) shall use its commercially reasonable efforts to ensure that the Trust will not be classified as other than a grantor trust for United States Federal federal income tax purposes except purposes. (e) The Guarantor, for so long as any of the Company Preferred Securities are outstanding, shall not permit, or take any action to cause, the dissolution, liquidation, termination or winding up of the Company, unless the Guarantor is itself in liquidation and the approval of the Dutch Central Bank, if then required, to such action has been received. (f) If the Company Preferred Securities are distributed to Holders of Trust Preferred Securities in connection with a distribution the involuntary or voluntary dissolution, winding-up or liquidation of Debentures the Trust, the Guarantor shall use its commercially reasonable best efforts to cause the Company Preferred Securities to be listed on the New York Stock Exchange, Euronext or on such other national securities exchange or similar organization as provided in the DeclarationTrust Preferred Securities are then listed or quoted on.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor will not (a) declare or pay dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE guarantee payment with respect thereto thereto, or (b) make any payment of interest, premium (if any) or principal on any debt securities issued by the Guarantor which rank pari passu with or junior to the Debentures, if at such time (i) the Guarantor shall be in default with respect to its GUARANTEE Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any event of default under the Declaration Indenture or (iii) the Guarantor shall have given notice of its selection of a Deferral an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, provided that the foregoing restrictions shall not apply to (ia) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 will be permitted to pay accrued dividends by the Guarantor (and cash in lieu of fractional shares) upon the redemption, exchange or conversion of any of its Series E Mandatory Conversion Premium Dividend Preferred Stock or upon the conversion of any other preferred stock of the Guarantor as may be outstanding from time to time time, in each case in accordance with the terms of such preferred stock, stock and (iiib) cash payments made the foregoing will not apply to any stock dividends paid 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant theretoGuarantor. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c9.1(c) 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 not take any action which would cause the Issuer to continue cease to be treated as a grantor trust for United States Federal federal income tax purposes except in connection with a distribution of Debentures as provided in the Declaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor will not declare or pay dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE payment with respect thereto if at such time (i) the Guarantor shall be in default with respect to its GUARANTEE Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred and be continuing any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection election of a Deferral an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions Guarantor shall not apply (a) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank junior to the Notes in the right of payment issued by the Guarantor, or (ib) dividends, redemptions, purchases, acquisitions, distributions or make any guarantee payments made with respect to any guarantee by the Guarantor of any securities of any of its subsidiaries if such guarantee ranks junior to the Notes in the right of payment, (c) declare or pay any dividends or distributions on any of the Guarantor's capital stock or (d) redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor's capital stock. Notwithstanding the foregoing, the Guarantor may (1) purchase or acquire its capital stock in connection with the satisfaction by way it of issuance its obligations under any employee benefit plans or pursuant to any contract or security outstanding on the first day of any such event requiring it to purchase its capital stock; (2) reclassify its capital stock or exchange or convert one class or series of its capital stock for another class or series of its capital stock; (3) purchase fractional interests in shares of its capital stock, (ii) payments of 18 18 accrued dividends by stock pursuant to the Guarantor upon the redemption, conversion or exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms provisions of such preferred stock, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan security being converted or exchanged; (4) declare dividends or distributions in the future, or the redemption its capital stock; (5) redeem or repurchase of such any rights pursuant theretoto a rights agreement; and (6) make payments under this Guarantee related to the Preferred Securities. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) of the Declaration; provided PROVIDED that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's direct or indirect ownership of the Common Securities, (ii) will cause the holder of the Common Securities to satisfy the requirements of Section 5.03 of the Declaration and (iiiii) will use reasonable efforts to cause the Issuer to continue to be treated as a grantor trust grantortrust for United States Federal federal income tax purposes purposes, except in connection with a distribution of Debentures Notes as provided in the Declaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor will not declare or pay any dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE guarantee payment with respect thereto if at such time (i) the Guarantor shall be in default with respect to its GUARANTEE Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any event Event of default under Default (as defined in the Declaration Declaration) or (iii) the Guarantor shall have given notice of its selection of a Deferral Period an extension period (as defined provided in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) any declaration of a dividend under a shareholder rights plan or in connection with the implementation of a shareholder rights plan, the issuance of capital stock of the Company under a shareholder rights plan or the redemption, repurchase or exchange of any such right distributed pursuant to a shareholder rights plan, (iii) payments of 18 18 accrued dividends by the Guarantor 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, (iiiiv) 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, stock (ivv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultantspayments under this Agreement, or (vvi) any declaration purchases of a dividend in connection with the implementation of a stockholders' rights plan, or Common Stock related to the issuance of stock Common Stock or rights under any such plan in of the futureCompany's benefit plans for its directors, officers or employees, or related to the redemption issuance of Common Stock or repurchase of such rights pursuant theretounder a dividend reinvestment and stock purchase plan. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) 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 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 purposes, except in connection with a distribution of Debentures as provided in the Declaration.

Limitation of Transactions. So (a) The Guarantor, for so long as any Class B Preferred Securities remain outstanding, the Guarantor will shall not declare issue any preferred or pay dividends on, preference shares ranking senior on liquidation to its obligations under this Guarantee or redeem, purchase, acquire give any guarantee in respect of any preferred securities or make a distribution preferred or liquidation payment with respect to, preference shares issued by any of its common stock subsidiaries if such guarantee would rank senior to this Guarantee, unless this Guarantee is amended to give the Holders of the Class B Preferred Securities such rights and entitlements as are contained in or attached to such other guarantee so that this Guarantee ranks pari passu with such guarantee and pari passu on liquidation with any declared dividend or declared liquidation payments of such preferred stock or make any GUARANTEE payment with respect thereto if at such time preference shares. (ib) the The Guarantor shall pay all amounts required to be paid pursuant to this Guarantee in default with respect of any Dividends on the Class B Preferred Securities payable in respect of the most recent Dividend Period prior to its GUARANTEE Payments any dividend or other payment obligations hereunder, (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection of a Deferral Period (as defined except dividends in the Indentureform of the Ordinary Shares) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor upon the redemption, exchange Ordinary Shares (whether issued directly or conversion of any preferred stock by a subsidiary of the Guarantor as may be outstanding from time and entitled to time in accordance with the terms of such preferred stock, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) any declaration benefits of a dividend in connection with the implementation of a stockholders' rights planguarantee ranking junior to this Guarantee). (c) The Guarantor, or the issuance of stock under any such plan in the future, or the redemption or repurchase of such rights pursuant thereto. In addition, for so long as any Class B Preferred Securities remain outstanding, shall maintain, or shall cause [the Guarantor Bank or] any one or more Qualified Subsidiaries (ieach, a "Potential Securityholder") 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 transferred except to the extent such transfer is permitted under Section 9.01(c) of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's maintain, 100% ownership of the Company Common Securities. The Guarantor may transfer and permit the transfer of the Company Common Securities and from one Potential Securityholder to another Potential Securityholder, provided that prior to such transfer it has received an opinion of a nationally recognized law firm experienced in such matters to the effect that (iiA) the Company will use reasonable efforts to cause the Issuer to continue to be treated as a partnership for United States federal income tax purposes and such transfer will not cause the Company to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (B) such transfer will not cause the Company or, where a Trust is the Holder of Class B Preferred Securities, the Trust to be required to register under the 1940 Act and (C) such transfer will not adversely affect the limited liability of the Holders of the Class B Preferred Securities. (d) The Guarantor for so long as any Class B Preferred Securities remain outstanding, (i) shall cause the [CLASS A PREFERRED SECURITYHOLDER] to maintain 100% ownership of the Class A Preferred Securities, (ii) shall cause the Company to remain a limited liability company, (iii) shall use its commercially reasonable efforts to ensure that the Company will not be an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes, (iv) shall cause the Company to remain a limited liability company and not to voluntarily dissolve, wind up, liquidate or be terminated, except as permitted by the LLC Agreement, and (v) where a Trust is the Holder of Class B Preferred Securities, shall use its commercially reasonable efforts to ensure that the Trust will not be classified as other than a grantor trust for United States Federal federal income tax purposes except purposes. (e) The Guarantor, for so long as any of the Class B Preferred Securities are outstanding, shall not permit, or take any action to cause, the dissolution, liquidation, termination or winding up of the Company, unless the Guarantor is itself in liquidation and the approval of the Dutch Central Bank, if then required, to such action has been received. (f) If a Trust is the Holder of Class B Preferred Securities, and if the Class B Preferred Securities are distributed to Holders of Trust Preferred Securities in connection with a distribution the involuntary or voluntary dissolution, winding-up or liquidation of Debentures the Trust, the Guarantor shall use its commercially reasonable efforts to cause the Class B Preferred Securities to be listed on the [New York Stock Exchange], the [Luxembourg Stock Exchange] or on such other national securities exchange or similar organization as provided in the DeclarationTrust Preferred Securities are then listed or quoted on.

Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, the Guarantor will if (a) for any distribution period, full distributions on a cumulative basis on any Trust Preferred Securities have not declare been paid or pay dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE 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 hereunderdeclared and set apart for payment, (iib) 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 obligations under this Trust Preferred Securities Guarantee or the Declaration Trust Common Securities Guarantee, or (iiid) the Guarantor shall have given notice of its selection of a Deferral an Extension Period (as defined in the Subordinated Indenture) as provided in the Subordinated Indenture with respect to the Subordinated Debentures and shall not have rescinded such periodnotice, or such Extension Period (or any extension thereof) shall be continuing, is continuing; providedthen, however, that during such period the foregoing restrictions Guarantor shall not apply to (i) dividendsdeclare or pay dividends on, redemptionsmake distributions with respect to, purchasesor redeem, acquisitionspurchase or acquire, or make a liquidation payment with respect to any of its capital stock (except for dividends or distributions 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) or (ii) make any payments made of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor that rank pari passu with or junior to the Subordinated Debentures (other than (v) any redemption, liquidation, interest, principal or guarantee payment by the Guarantor 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, liquidation, interest, principal or guarantee payment is being made, (w) payments under this Trust Preferred Securities Guarantee or the Trust Common Securities Guarantee, (x) purchases of Common Stock related to the issuance of shares Common Stock under any of the Guarantor's benefit plans for its capital stockdirectors, officers or employees, (iiy) payments as a result of 18 18 accrued dividends by a reclassification of the Guarantor upon Guarantor's capital stock or the redemption, exchange or conversion of any preferred stock one series or class of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stock, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership capital stock for another series or class of the Common Securities Guarantor's capital stock, and (iiz) will use reasonable efforts the purchase of fractional interests in shares of the Guarantor's capital stock pursuant 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 conversion or exchange provisions of Debentures as provided in such capital stock or the Declarationsecurity being converted or exchanged).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, 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 will 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 dividends any dividend on, make any distribution with respect to, or redeem, purchase, acquire acquire, or make a distribution or liquidation payment with respect to, any of 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 preferred any other contractual obligation of the Guarantor (other than a contractual obligation ranking pari passu with or junior to the Debentures), or (B) 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 make any GUARANTEE payment with respect thereto if at such time the security being converted or exchanged), (iii) the Guarantor shall be in default not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with respect or junior to its GUARANTEE Payments or other payment obligations hereunder, (ii) there shall have occurred any event of default under the Declaration or Debentures and (iii) the Guarantor shall have given notice of its selection of a Deferral Period (as defined in the Indenture) and such period, or not make any extension thereof, is continuing; provided, however, that guarantee payments with respect to the foregoing restrictions shall not apply (other than pursuant to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant theretothis Preferred Securities Guarantee). In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) of the DeclarationSecurities; 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 not take any action which would cause the Issuer to continue cease to be treated as a grantor trust for United States Federal federal income tax purposes except in connection with a distribution of Debentures as provided in the Declaration.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor will shall not declare or pay dividends onor make any distribution with respect to, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common capital stock or preferred stock or make any GUARANTEE payment with respect thereto if at such time (other than (i) the Guarantor shall be in default with respect to its GUARANTEE Payments purchases or other payment obligations hereunder, (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection of a Deferral Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employment contractemployee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, benefit plan (ii) as a result of a reclassification of the Guarantor's capital stock or other similar arrangement with the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the benefit Guarantor's capital stock, (iii) the purchase of employeesfractional 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, officers, directors (iv) dividends or distributions in capital stock of consultants, the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or repurchases of any rights outstanding under a shareholder rights plan and the 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 such rights pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, (b) the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause make any payment of interest, principal or permit premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures (to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt), and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities to be transferred except Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such transfer payment or to the extent the failure to make any such payment is permitted under Section 9.01(c) of the Declaration; provided that any permitted successor of the Guarantor otherwise authorized 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 Declarationagreements governing such guarantee payments.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an event of default under the Declaration, then (a) the Guarantor will shall not declare or pay dividends any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common capital stock or preferred stock or make any GUARANTEE payment with respect thereto if at such time (other than (i) purchases or acquisitions of shares of its common stock in connection with the satisfaction by the Guarantor shall be in default with respect of its obligations under any employee benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security requiring the Guarantor to purchase shares of its GUARANTEE Payments or other payment obligations hereundercommon stock, (ii) there shall have occurred any event as a result of default under the Declaration or (iii) the Guarantor shall have given notice a reclassification of its selection capital stock or the exchange or conversion of a Deferral Period (as defined in the Indenture) and such period, one class or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions series of its capital stock for another class or payments made by the Guarantor by way of issuance of shares series of its capital stock, (iiiii) payments the purchase of 18 18 accrued dividends by fractional interests in shares of its capital stock pursuant to the Guarantor upon the redemption, conversion or exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms provisions of such preferred stockcapital stock or the security being converted or exchanged, (iii) 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, and (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights purchases pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership Rights Agreement, dated August 7, 1995, between the Guarantor and AmSouth Bank of Alabama as Rights Agent), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor which rank pari passu with or junior to the Debentures and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant to this Agreement, the Common Securities Guarantee, dated as of __________, 199_ (the "Common Guarantee") of the Guarantor with respect to the ___% Trust Originated Common Securities of the Trust, the Preferred Securities Guarantee Agreement, dated April 29, 1997 of the Guarantor with respect to the 8 1/4% Trust Originated Preferred Securities of PLC Capital Trust I, the Common Securities Guarantee Agreement, dated as of April 29, 1997 of the Guarantor with respect to the 8 1/4% Trust Originated Common Securities of PLC Capital Trust I and (ii) will use reasonable efforts the Guarantee Agreement, dated as of June 9, 1994 of the Guarantor with respect 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 9% Cumulative Monthly Income Preferred Securities, Series A of Debentures as provided in the DeclarationPLC Capital L.L.C.).

Limitation of Transactions. So (a) The Guarantor, for so long as any Company Preferred Securities remain outstanding, the Guarantor will shall not declare issue any preferred or pay dividends on, preference shares ranking senior on liquidation to its obligations under this Guarantee or redeem, purchase, acquire give any guarantee in respect of any preferred securities or make a distribution preferred or liquidation payment with respect to, preference shares issued by any of its common stock subsidiaries if such guarantee would rank senior to this Guarantee, unless this Guarantee is amended to give the Holders of the Company Preferred Securities such rights and entitlements as are contained in or attached to such other guarantee so that this Guarantee ranks pari passu with such guarantee and pari passu on liquidation with any declared dividend or declared liquidation payments of such preferred stock or make any GUARANTEE payment with respect thereto if at such time preference shares. (ib) the The Guarantor shall pay all amounts required to be paid pursuant to this Guarantee in default with respect of any Dividends on the Company Preferred Securities payable in respect of the most recent Dividend Period prior to its GUARANTEE Payments any dividend or other payment obligations hereunder, (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection of a Deferral Period (as defined except dividends in the Indentureform of the Ordinary Shares) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor upon the redemptionOrdinary Shares. (c) The Guarantor, 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, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant thereto. In addition, so long as any Trust Preferred Securities or Company Preferred Securities remain outstanding, the Guarantor shall not (i) will issue any liquidation preference participation A-19 82 rights (not being capital stock) ranking senior to or pari passu with the right to liquidation payments under its Parity Preferred Shares, (ii) create, incur or permit to exist any debt junior to its obligations under this Guarantee and (iii) create, incur or permit to exist any debt that ranks pari passu with this Guarantee unless such debt contains a provision substantially similar to proviso contained in Section 4.01. (d) The Guarantor, for so long as any Trust Securities or Company Preferred Securities remain the sole direct outstanding, shall (i) maintain, or indirect owner of all shall cause any one or more Qualified Subsidiaries (each, a "Potential Securityholder") to maintain, 100% ownership of the outstanding Company Common Securities. The Guarantor may transfer and permit the transfer of the Company Common Securities and shall not cause or permit the Common Securities from one Potential Securityholder to be transferred except to the extent such transfer is permitted under Section 9.01(c) of the Declarationanother Potential Securityholder; provided that any permitted successor prior to such transfer it has received an opinion of the Guarantor under the Indenture may succeed a nationally recognized U.S. law firm experienced in such matters to the Guarantor's ownership of effect that (A) the Common Securities and (ii) Company will use reasonable efforts to cause the Issuer to continue to be treated as a partnership for United States federal income tax purposes and such transfer will not cause the Company to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (B) such transfer will not cause the Company or the Trust to be required to register under the Investment Company Act and (C) such transfer will not adversely affect the limited liability of the Holders of the Company Preferred Securities. (e) The Guarantor, for so long as any Trust Securities or Company Preferred Securities remain outstanding, (i) shall cause the Company to remain a limited liability company, (ii) shall use its commercially reasonable efforts to ensure that the Company will not be an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes, (iii) shall cause the Company to remain a limited liability company and not to voluntarily dissolve, wind up, liquidate or be terminated, except as permitted by the LLC Agreement and (iv) shall use its commercially reasonable efforts to ensure that the Trust will not be classified as other than a grantor trust for United States Federal federal income tax purposes except purposes. (f) The Guarantor, for so long as any of the Company Preferred Securities are outstanding, shall, to the fullest extent permitted by law, not permit, or take any action to cause, the dissolution, liquidation, termination or winding up of the Company, unless the Guarantor is itself in liquidation. (g) If the Company Preferred Securities are distributed to Holders of Trust Preferred Securities in connection with a distribution the involuntary or voluntary dissolution, winding-up or liquidation of Debentures the Trust, the Guarantor shall use its commercially reasonable efforts to cause the Company Preferred Securities to be listed on the Luxembourg Stock Exchange or on such other national securities exchange or similar organization as provided in the DeclarationTrust Preferred Securities are then listed or quoted on.

Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an event of default under the Trust Agreement, then (a) the Guarantor will shall not declare or pay dividends any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common capital stock or preferred stock or make any GUARANTEE payment with respect thereto if at such time (other than (i) purchases or acquisitions of shares of its common stock in connection with the satisfaction by the Guarantor shall be in default with respect of its obligations under any employee benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security requiring the Guarantor to purchase shares of its GUARANTEE Payments or other payment obligations hereundercommon stock, (ii) there shall have occurred any event as a result of default under the Declaration or (iii) the Guarantor shall have given notice a reclassification of its selection capital stock or the exchange or conversion of a Deferral Period (as defined in the Indenture) and such period, one class or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions series of its capital stock for another class or payments made by the Guarantor by way of issuance of shares series of its capital stock, (iiiii) payments the purchase of 18 18 accrued dividends by fractional interests in shares of its capital stock pursuant to an acquisition, the Guarantor upon the redemption, conversion or exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms provisions of such preferred stockcapital stock or the security being converted or exchanged, (iii) 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, and (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights purchases pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership Rights Agreement, dated as of May 11, 1999, as amended, between the Guarantor and Xxxxx Fargo Bank Minnesota, N.A. as successor in interest to ChaseMellon Shareholder Services, LLC), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor which rank pari passu with or junior to the Debentures and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee, dated July 26, 2005 of the Guarantor with respect to the 6.750% Trust Originated Preferred Securities), this Agreement, the Capital Securities Guarantee Agreement, dated as of June 6, 1997, the Common Securities Guarantee Agreement, dated as of December 20, 1996 with respect to the 8.197% Common Securities, and the Company's Rights Agreement, as amended, dated as of May 11, 1999, between the Company and ChaseMellon Shareholder Services, LLC (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 Declarationwhich has been succeeded by Xxxxx Fargo Bank Minnesota, N.A.).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor will not declare or pay any dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE guarantee payment with respect thereto if at such time (i) the Guarantor shall be in default with respect to its GUARANTEE Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any event Event of default under Default (as defined in the Declaration Declaration) or (iii) the Guarantor shall have given notice of its selection of a Deferral an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; providedPROVIDED, howeverHOWEVER, that the foregoing restrictions shall will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, stock or (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) 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 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 purposes, except in connection with a distribution of Debentures as provided in the Declaration.

Limitation of Transactions. (a) So long as any Preferred Securities remain outstanding, if there shall have occurred (i) an Event of Default, (ii) an event of default under the Indenture which the Guarantor has not taken reasonable steps to cure, or (iii) delivery of notice by Guarantor under the Indenture of the Guarantor’s selection of an extension period as provided in the Indenture with respect to the Debentures, which notice shall have not been rescinded and any such extension period, or any extension thereof, shall be continuing, then the Guarantor shall not: (A) declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock; or, (B) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) issued by the Guarantor that rank pari passu with or junior to the Debentures (other than (w) any dividend, redemption, liquidation, interest, principal or guarantee payment by Guarantor where the payment is made in securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (x) payments made under the Preferred Securities Guarantee and the Common Securities Guarantee; (y) as a result of 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 class or series of the Guarantor’s capital stock; and (z) 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). (b) For so long as any Preferred Securities remain outstanding, the Guarantor will not declare or pay dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE payment with respect thereto if at such time (i) maintain 100% direct or indirect ownership of the Guarantor shall be in default with respect to its GUARANTEE Payments or other payment obligations hereunder, (ii) there shall have occurred any event Common Securities of default under the Declaration or (iii) the Guarantor shall have given notice of its selection of a Deferral Period (as defined in the Indenture) and such period, or any extension thereof, is continuingIssuer; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ’s ownership of the Common Securities and Securities, (ii) will use reasonable efforts to cause not cause, as sponsor of the Issuer to continue to be treated Issuer, or permit, as a grantor trust for United States Federal income tax purposes holder of Common Securities of the Issuer, the dissolution, winding – up, liquidation or termination of the Issuer, except in connection with a distribution of Debentures as provided in the Declaration and in connection with certain mergers, consolidations or amalgamations permitted by the Declaration, and (iii) use its reasonable efforts to cause the Issuer (A) to remain a statutory trust, except in connection with a distribution of Debentures, the redemption of all of the Preferred Securities of the Issuer or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, and (B) to otherwise continue to be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an event of default under the Declaration, then (a) the Guarantor will shall not declare or pay dividends any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common capital stock or preferred stock or make any GUARANTEE payment with respect thereto if at such time (other than (i) purchases or acquisitions of shares of its common stock in connection with the satisfaction by the Guarantor shall be in default with respect of its obligations under any employee benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security requiring the Guarantor to purchase shares of its GUARANTEE Payments or other payment obligations hereundercommon stock, (ii) there shall have occurred any event as a result of default under the Declaration or (iii) the Guarantor shall have given notice a reclassification of its selection capital stock or the exchange or conversion of a Deferral Period (as defined in the Indenture) and such period, one class or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions series of its capital stock for another class or payments made by the Guarantor by way of issuance of shares series of its capital stock, (iiiii) payments the purchase of 18 18 accrued dividends by fractional interests in shares of its capital stock pursuant to the Guarantor upon the redemption, conversion or exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms provisions of such preferred stockcapital stock or the security being converted or exchanged, (iii) 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, and (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights purchases pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership Rights Agreement, dated August 7, 1995, between the Guarantor and AmSouth Bank of Alabama as Rights Agent), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor which rank pari passu with or junior to the Debentures and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant to this Agreement, the Common Securities Guarantee, dated as of __________, 199_ (the "Common Guarantee") of the Guarantor with respect to the ___% Trust Originated Common Securities of the Trust, the Preferred Securities Guantee Agreement, dated ________,1997 (the "Trust II Preferred Guarantee"), with respect to the ___% Trust Originated Preferred Securities of PLC Captial Trust II (the "Trust II TOPrS"), the Common Securities Guarantee Agreement, dated ___, 1997 (the "Trust II Common Guarantee") with respect to the ___% Trust Originated Common Securites of PLC Capital Trust II (the "Trust II Common Securites) the Preferred Securities Guarantee Agreement, dated April 29, 1997 of the Guarantor with respect to the 8 1/4% Trust Originated Preferred Securities of PLC Capital Trust I, the Common Securities Guarantee Agreement, dated as of April 29, 1997 of the Guarantor with respect to the 8 1/4% Trust Originated Common Securities of PLC Capital Trust I and (ii) will use reasonable efforts the Guarantee Agreement, dated as of June 9, 1994 of the Guarantor with respect 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 9% Cumulative Monthly Income Preferred Securities, Series A of Debentures as provided in the DeclarationPLC Capital L.L.C.).

Limitation of Transactions. So (a) The Guarantor, for so long as any Company Preferred Securities remain outstanding, the Guarantor will shall not declare issue any preferred or pay dividends on, preference shares ranking senior on liquidation to its obligations under this Guarantee or redeem, purchase, acquire give any guarantee in respect of any preferred securities or make a distribution preferred or liquidation payment with respect to, preference shares issued by any of its common stock subsidiaries if such guarantee would rank senior to this Guarantee, unless this Guarantee is amended to give the Holders of the Company Preferred Securities such rights and entitlements as are contained in or attached to such other guarantee so that this Guarantee ranks pari passu with such guarantee and pari passu on liquidation with any declared dividend or declared liquidation payments of such preferred stock or make any GUARANTEE payment with respect thereto if at such time preference shares. (ib) the The Guarantor shall pay all amounts required to be paid pursuant to this Guarantee in default with respect of any Dividends on the Company Preferred Securities payable in respect of the most recent Dividend Period prior to its GUARANTEE Payments any dividend or other payment obligations hereunder, (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection of a Deferral Period (as defined except dividends in the Indentureform of Shares) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor upon the redemptionShares. (c) The Guarantor, 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, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant thereto. In addition, so long as any Company Preferred Securities or Trust Preferred Securities remain outstanding, the Guarantor shall not (i) will issue any liquidation preference participation rights (not being capital stock) ranking senior to or pari passu with the right to liquidation payments under any Parity Preferred Shares, (ii) create, incur or permit to exist any debt junior to its obligations under this Guarantee or (iii) create, incur or permit to exist any debt that ranks pari passu with this Guarantee, in each case unless such liquidation preference participation rights or debt contains a provision substantially similar to the proviso contained in Section 4.01(a). (d) The Guarantor, for so long as any Company Preferred Securities or Trust Preferred Securities remain the sole direct outstanding, shall maintain, or indirect owner of all shall cause any one or more Qualified Subsidiaries (each, a “Potential Securityholder”) to maintain, 100% ownership of the outstanding Company Common Securities and shall not cause Securities. The Guarantor may transfer or permit the transfer of the Company Common Securities from one Potential Securityholder to be transferred except to the extent such transfer is permitted under Section 9.01(c) of the Declarationanother Potential Securityholder; provided that any permitted successor prior to such transfer it has received an opinion of the Guarantor under the Indenture may succeed a nationally recognized U.S. law firm experienced in such matters to the Guarantor's ownership of effect that (A) [the Common Securities and (ii) Company will use reasonable efforts to cause the Issuer to continue to be treated as a partnership for U.S. federal income tax purposes and such transfer will not cause the Company to be classified as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes,] (B) such transfer will not cause the Company [or the Trust] to be required to register under the Investment Company Act and (C) such transfer will not adversely affect the limited liability of the Holders of the Company Preferred Securities [if the Trust is the Initial Holder, insert: (and so long as the Initial Holder is the Holder of the Company Preferred Securities, of the Holders of the Trust Preferred Securities)]. (e) The Guarantor, for so long as any Company Preferred Securities [or Trust Preferred Securities] remain outstanding, (i) [shall use its commercially reasonable efforts to ensure that the Company will not be an association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes,] (ii) shall cause the Company to remain a limited [liability] company and not to voluntarily dissolve, wind up, liquidate or be terminated, except as permitted by the Company Securities Agreement and (iii) [if the Trust is the Initial Holder insert: shall use its commercially reasonable efforts to ensure that the Trust will not be classified as other than a grantor trust for United States Federal U.S. federal income tax purposes except purposes.] (f) The Guarantor, for so long as any of the Company Preferred Securities are outstanding, shall, to the fullest extent permitted by law, not permit, or take any action to cause, the dissolution, liquidation, termination or winding up of the Company, unless the Guarantor is itself in liquidation. (g) [If the Trust is the Initial Holder, insert: If the Company Preferred Securities are distributed to Holders of Trust Preferred Securities in connection with a distribution the involuntary or voluntary dissolution, winding-up or liquidation of Debentures the Trust, the Guarantor shall use its commercially reasonable efforts to cause the Company Preferred Securities to be listed on such national or foreign securities exchange or similar organization as provided in the DeclarationTrust Preferred Securities are then listed or quoted on.]

Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor will not declare or pay any dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE guarantee payment with respect thereto if at such time (i) the Guarantor shall be in default with respect to its GUARANTEE Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any event Event of default under Default (as defined in the Declaration Declaration) or (iii) the Guarantor shall have given notice of its selection of a Deferral an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall will not apply to (i) dividends, redemptions, 21 18 purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, stock or (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) 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 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 purposes, except in connection with a distribution of Debentures as provided in the Declaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor will not declare or pay any dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE guarantee payment with respect thereto if at such time (i) the Guarantor shall be in default with respect to its GUARANTEE Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any event Event of default under Default (as defined in the Declaration Declaration) or (iii) the Guarantor shall have given notice of its selection of a Deferral an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, stock or (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) 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 Declaration.of

Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor will not declare or pay any dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE guarantee payment with respect thereto if at such time (i) the Guarantor shall be in default with respect to its GUARANTEE Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any event Event of default under Default (as defined in the Declaration Declaration) or (iii) the Guarantor shall have given notice of its selection of a Deferral an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, stock or (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) of the Declaration; , provided that any permitted successor of the 21 18 Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities 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 purposes, except in connection with a distribution of Debentures as provided in the Declaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor will not declare or pay dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common capital stock (other than (a) dividends or preferred stock or make any GUARANTEE payment with respect thereto if at such time (i) the Guarantor shall be distributions in default with respect to its GUARANTEE Payments or other payment obligations hereunder, (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection of a Deferral Period (as defined in the Indenture) and such periodshares of, or any extension thereofoptions, is continuing; providedwarrants, howeverrights to subscribe for or purchase shares of, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred common stock of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stock, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (vGuarantor,(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) 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,(d) the payment of accrued dividends and 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 (e) purchases of the Guarantor's common stock related to the issuance of the Guarantor's 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) or make any guarantee 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 event of default under the Declaration or (iii) the Guarantor shall have given notice of its election of an Extended Interest Payment Period and such period, or any extension thereof, is continuing. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) 9.01 of the Declaration; provided 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 federal income tax purposes except in connection with a distribution of Debentures as provided in the Declaration.

Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if (a) there shall have occurred an Event of Default, (b) there shall have occurred an Event of Default (as defined under the Indenture) or (c) the Guarantor will 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 and such period or extension thereof shall be continuing, then (i) the Guarantor shall not declare or pay dividends any dividend on, make any distribution or other payment with respect to, or redeem, purchase, acquire acquire, or make a distribution or liquidation payment with respect to, any of its common capital stock or preferred stock or make any GUARANTEE 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, than (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection of a Deferral Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, (iii) 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, (ivA) repurchases, redemptions or other acquisitions of shares of the Guarantor's capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) any declaration of a dividend in connection with the implementation satisfaction by the Guarantor of its obligations under any employee benefit plans, (B) as a stockholders' rights plan, result of an exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock or (C) 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 issuance security being converted or exchanged), (ii) the Guarantor shall not make any payment of stock under any such plan in the futureinterest, principal or the redemption premium, if any, on or repurchase of such rights or redeem any debt securities issued by the Guarantor that rank pari passu with or junior to the Debentures and (iii) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant theretoto this Common Securities Guarantee). In addition, so long as any Preferred Common Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) of the DeclarationSecurities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities and Securities, (ii) will use reasonable efforts to not take any action which would cause the Issuer to continue cease to be treated as a grantor trust for United States Federal federal income tax purposes and (iii) remain a statutory business trust, except in connection with a distribution of Debentures Debentures, the redemption of all of the Trust Securities, or mergers, consolidations or amalgamations, each as provided in the Declaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an event of default under the Declaration, then (a) the Guarantor will shall not declare or pay dividends any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common capital stock or preferred stock or make any GUARANTEE payment with respect thereto if at such time (other than (i) the Guarantor shall be in default with respect to its GUARANTEE Payments purchases or other payment obligations hereunder, (ii) there shall have occurred any event acquisitions of default under the Declaration or (iii) the Guarantor shall have given notice shares of its selection of a Deferral Period (as defined capital stock in connection with the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made satisfaction by the Guarantor of its obligations under any employee benefit plans or the satisfaction by way the Guarantor of issuance of its obligations pursuant to any contract or security requiring the Guarantor to purchase shares of its capital stock, (ii) payments as a result of 18 18 accrued dividends by a reclassification of its capital stock or the Guarantor upon the redemption, exchange or conversion of any preferred one class or series of its capital stock for another class or series of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred its capital stock, (iii) cash payments made by the Guarantor purchase of fractional interests in lieu shares of delivering fractional shares upon its capital stock pursuant to an acquisition or the redemption, conversion or exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms provisions of such preferred stockcapital stock or the securities being converted or exchanged, (iv) repurchases, redemptions dividends or other acquisitions of shares of distributions in capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or Company and (v) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, redemptions or the issuance of stock under any such plan in the future, or the redemption or repurchase of such rights purchases pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership Rights Agreement, dated August 7, 1995, between the Guarantor and AmSouth Bank of Alabama as Rights Agent), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor which rank pari passu with or junior to the Debentures and (c) the Guarantor shall not make any Guarantee Payments with respect to the foregoing (other than pursuant to this Agreement, the Common Securities Guarantee, the Preferred Securities Guarantee Agreement, dated April 29, 1997 of the Guarantor with respect to the 8-1/4% Trust Originated Preferred Securities of PLC Capital Trust I, the Common Securities Guarantee Agreement, dated as of April 29, 1997 of the Guarantor with respect to the 8-1/4% Trust Originated Common Securities of PLC Capital Truust I and (ii) will use reasonable efforts thhe Guarantee Agreement, dated as of June 9, 1994 of the Guarantor with respect 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 9% Cumulative Monthly Income Preferred Securities, Series A of Debentures as provided in the DeclarationPLC Capital L.L.C.).

Limitation of Transactions. So long as any Preferred Trust Securities remain outstanding, if (i) there shall have occurred an Event of Default, (ii) there shall have occurred an event of default under the Indenture or (iii) the Guarantor will has exercised its option to defer interest payments on the Trust Debt Securities by extending the interest payment period as provided therein, and such period or extension thereof shall be continuing, then (a) the Guarantor shall not declare or pay dividends any dividend on, make any distribution or other payment with respect to, or redeem, purchase, acquire or make a distribution or any liquidation payment with respect to, to any of its common capital stock or preferred stock or make any GUARANTEE 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, than (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection of a Deferral Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, (iii) 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, (iv1) repurchases, redemptions or other acquisitions of shares of the Guarantor’s capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) any declaration of a dividend in connection with the implementation satisfaction by the Guarantor of its obligations under any employee benefit plans, (2) as a stockholders' rights plan, result of an exchange or conversion of one class or series of the Guarantor’s capital stock for another class or series of the Guarantor’s capital stock or (3) 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 issuance security being converted or exchanged), (b) the Guarantor shall not make any payment of stock under interest, principal or premium, if any, on or repay, repurchase or redeem any such plan in debt securities issued by the futureGuarantor that rank pari passu with or junior to the Trust Debt Securities, or (c) the redemption or repurchase of such rights Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant theretoto this Guarantee Agreement), and (d) the Guarantor shall not make any guarantee payments with respect to any outstanding preferred trust securities issued by any other trust sponsored by Guarantor. In addition, so long as any Preferred Trust Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) of the DeclarationTrust Securities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ’s ownership of the Common Securities and Trust Securities, (ii) will use reasonable efforts to not take any action which would cause the Issuer to continue cease to be treated as a grantor trust for United States Federal federal income tax purposes except purposes, (iii) will cause the Issuer to remain a statutory trust and (iv) will not cause or permit the dissolution, winding-up, liquidation or termination of the Issuer, except, in the case of clauses (iii) and (iv) above, in connection with a distribution of Debentures the Trust Debt Securities, the redemption of all of the Trust Securities or mergers, consolidations or amalgamations, each as provided in the DeclarationTrust Agreement.

Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, the Guarantor will if (a) for any distribution period, full distributions on a cumulative basis on any Trust Preferred Securities have not declare been paid or pay dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE 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 hereunderdeclared and set apart for payment, (iib) 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 obligations under this Trust Preferred Securities Guarantee or the Declaration Trust Common Securities Guarantee, or (iiid) the Guarantor shall have given notice of its selection of a Deferral an Extension Period (as defined in the Subordinated Indenture) as provided in the Subordinated Indenture with respect to the Subordinated Debentures and shall not have rescinded such periodnotice, or such Extension Period (or any extension thereof) shall be continuing, is continuing; providedthen, however, that during such period the foregoing restrictions Guarantor shall not apply to (i) dividendsdeclare or pay dividends on, redemptionsmake distributions with respect to, purchasesor redeem, acquisitionspurchase or acquire, distributions or payments made by make a liquidation payment with respect to any of its Capital Stock (except for (w) purchases of the Guarantor by way of Guarantor's Common Stock related to the issuance of its Common Stock under any of the Guarantor's benefit plans for its directors, officers or employees, (x) as a result of a reclassification of the the Guarantor's Capital Stock or the exchange or conversion of one series or class of the Guarantor's Capital Stock for another series or class of the Guarantor's Capital Stock, (y) the purchase of fractional interests in shares of its capital stockthe Guarantor's Capital Stock pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted or exchanged, and (z) redemptions or purchases of any rights pursuant to a shareholder rights plan and the issuance of Capital Stock pursuant to such rights), (ii) make any payments of 18 18 accrued dividends principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior to the Debentures (other than any redemption, liquidation, interest, principal or guarantee payment by the Guarantor upon where the payment is made by way of securities (including the Guarantor's Capital Stock) that rank pari passu with or junior to the securities on which such redemption, exchange interest, principal 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, guarantee payment is being made) or (iii) cash make any guarantee payments made by regarding the Guarantor in lieu of delivering fractional shares upon foregoing (other than payments under 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant thereto. In addition, so long as any Trust Preferred Securities remain outstanding, the Guarantor (iGuarantee) 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 transferred except to the extent such transfer is permitted under Section 9.01(c) 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 Declaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor will not declare or pay any dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE guarantee payment with respect thereto if at such time (i) the Guarantor shall be in default with respect to its GUARANTEE Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any event Event of default under Default (as defined in the Declaration Declaration) or (iii) the Guarantor shall have given notice of its selection of a Deferral an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, stock or (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) 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 Declaration.the

Limitation of Transactions. So long as any Preferred Securities remain outstanding, the neither Guarantor will not shall declare or pay dividends any dividend on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred capital stock or make any GUARANTEE payment guarantee payments with respect thereto to the foregoing (other than (i) payments under this Guarantee Agreement or the equivalent 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 of any share purchase rights issued by a Guarantor or the declaration of a dividend of share purchase rights, (v) accrued dividends (and cash in lieu of fractional shares) upon the conversion of any preferred stock of such Guarantor as may be outstanding from time to time, in each case in accordance with the terms of such stock and (vi) stock dividends paid by a Guarantor or any dividends paid by the Company provided the Company is a direct or indirect wholly owned subsidiary of the Guarantor), if at such time (ia) the Guarantor Guarantors shall be in default with respect to its GUARANTEE Payments or other their payment obligations hereunder, (iib) there shall have occurred any and be continuing an event of default under the Declaration or (iiic) the Guarantor Company shall have given notice of its selection election of a Deferral an Extended Interest Payment Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c9.1(c) of the Declaration; provided that any permitted successor of the 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 federal income tax purposes except in connection with a distribution of Debentures as provided in the Declaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor will not (a) declare or pay dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE guarantee payment with respect thereto or (b) make any payment of interest, premium (if any) or principal or any debt securities issued by the Guarantor which rank pari passu or junior to the Debentures, if at such time (i) the Guarantor shall be in default with respect to its GUARANTEE Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection of a Deferral an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, provided that the foregoing restrictions shall not apply to (ia) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 will be permitted to pay accrued dividends by the Guarantor (and cash in lieu of fractional shares) upon the redemption, exchange or conversion of any preferred stock of its Series D Mandatory Conversion Premium Dividend Preferred Stock or upon the conversion of any other Preferred Stock of the Guarantor as may be outstanding from time to time time, in each case in accordance with the terms of such preferred stock, stock and (iiib) cash payments made the foregoing will not apply to any stock dividends paid 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant theretoCompany. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c9.1(c) 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 not take any action which would cause the Issuer to continue cease to be treated as a grantor trust for United States Federal federal income tax purposes except in connection with a distribution of Debentures as provided in the Declaration.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, the Guarantor will not declare or pay dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE payment with respect thereto if at such any time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (x) with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (y) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) the Guarantor shall be in default with respect to its GUARANTEE Payments or other payment of any obligations hereunderunder this Capital Securities Guarantee and the Debentures held by the Property Trustee, (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection election of a Deferral Period the exercise of its right to defer payment of interest pursuant to Section 16.01 of the Indenture and any such extension shall be continuing, then the Guarantor shall not (as defined in the Indenture1) and such perioddeclare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to any extension thereofof the Guarantor's capital stock (which includes common and preferred stock); (2) make any payment of principal, is continuingpremium, if any, or interest 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 Debentures; provided, however, that the foregoing restrictions shall not apply or (3) make any guarantee payments with respect to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made any guarantee by the Guarantor by way of issuance the debt 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 other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred common stock of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stockGuarantor, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (vb) any declaration of a dividend in connection with the implementation of a stockholders' stockholder's 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. In addition, so long (c) payments under the Capital Securities Guarantee, (d) as any Preferred Securities remain outstandinga direct result of, the 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 transferred except only to the extent such transfer is permitted under Section 9.01(c) necessary to avoid the issuance of the Declaration; provided that any permitted successor fractional shares of the Guarantor under the Indenture may succeed to the Guarantor's ownership capital stock following, a reclassification of the Common Securities 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 (iif) will use reasonable efforts purchases of common stock related to cause the Issuer to continue to be treated as a grantor trust issuance of common stock or rights under any of the Guarantor's benefit plans for United States Federal income tax purposes except in connection with a distribution its directors, officers or employees or any of Debentures as provided in the DeclarationGuarantor's dividend reinvestment plans.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor will not declare or pay dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE payment with respect thereto if at such time (i) the Guarantor shall be in default with respect to its GUARANTEE Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred and be continuing any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection election of a Deferral an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions Guarantor shall not apply (a) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank junior to the Notes in the right of payment issued by the Guarantor, or (ib) dividends, redemptions, purchases, acquisitions, distributions or make any guarantee payments made with respect to any guarantee by the Guarantor of any securities of any of its subsidiaries if such guarantee ranks junior to the Notes in the right of payment, (c) declare or pay any dividends or distributions on any of the Guarantor's capital stock or (d) redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor's capital stock. Notwithstanding the foregoing, the Guarantor may (1) purchase or acquire its capital stock in connection with the satisfaction by way it of issuance its obligations under any employee benefit plans or pursuant to any contract or security outstanding on the first day of any such event requiring it to purchase its capital stock; (2) reclassify its capital stock or exchange or convert one class or series of its capital stock for another class or series of its capital stock; (3) purchase fractional interests in shares of its capital stock, (ii) payments of 18 18 accrued dividends by stock pursuant to the Guarantor upon the redemption, conversion or exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms provisions of such preferred stock, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan security being converted or exchanged; (4) declare dividends or distributions in the future, or the redemption its capital stock; (5) redeem or repurchase of such any rights pursuant theretoto a rights agreement; and (6) make payments under this Guarantee related to the Preferred Securities. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) of the Declaration; provided PROVIDED that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's direct or indirect ownership of the Common Securities, (ii) will cause the holder of the Common Securities to satisfy the requirements of Section 5.03 of the Declaration and (iiiii) will use reasonable efforts to cause the Issuer to continue to be treated as a grantor trust for United States Federal federal income tax purposes purposes, except in connection with a distribution of Debentures Notes as provided in the Declaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an event of default under the Declaration, then (a) the Guarantor will shall not declare or pay dividends any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common capital stock or preferred stock or make any GUARANTEE payment with respect thereto if at such time (other than (i) purchases or acquisitions of shares of its common stock in connection with the satisfaction by the Guarantor shall be in default with respect of its obligations under any employee benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security requiring the Guarantor to purchase shares of its GUARANTEE Payments or other payment obligations hereundercommon stock, (ii) there shall have occurred any event as a result of default under the Declaration or (iii) the Guarantor shall have given notice a reclassification of its selection capital stock or the exchange or conversion of a Deferral Period (as defined in the Indenture) and such period, one class or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions series of its capital stock for another class or payments made by the Guarantor by way of issuance of shares series of its capital stock, (iiiii) payments the purchase of 18 18 accrued dividends by fractional interests in shares of its capital stock pursuant to the Guarantor upon the redemption, conversion or exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms provisions of such preferred stockcapital stock or the security being converted or exchanged, (iii) 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, and (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights purchases pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership Rights Agreement, dated August 7, 1995, between the Guarantor and AmSouth Bank of Alabama as Rights Agent), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor which rank pari passu with or junior to the Debentures and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant to this Agreement, the Common Securities Guarantee, dated as of __________, 199_ (the "Common Guarantee") of the Guarantor with respect to the ___% Trust Originated Common Securities of the Trust, the Preferred Securities Guarantee Agreement, dated _________, 1997 (the "Trust III Preferred Guarantee") with respect to the ____% Trust Originated Preferred Securities of PLC Capital Trust III (the "Trust III TOPrS"), the Common Securities Guarantee Agreement, dated ___________, 1997 (the "Trust III Common Guarantee") with respect to the __% Trust Originated Common Securities of PLC Capital Trust III (the "Trust III Common Securities"), the Preferred Securities Guarantee Agreement dated as of ________, 1997 (the "Trust II Preferred Guarantee") with respect to the __% Trust Originated Preferred Securities of PLC Capital Trust II (the "Trust II TOPrS"), the Common Securities Guarantee Agreement dated as of ________, 1997 (the "Trust II Common Guarantee") with respect to the __% Trust Originated Common Securities of PLC Capital Trust II (the "Trust II Common Securities"), the Preferred Securities Guarantee Agreement, dated April 29, 1997 of the Guarantor with respect to the 8 1/4% Trust Originated Preferred Securities of PLC Capital Trust I, the Common Securities Guarantee Agreement, dated as of April 29, 1997 of the Guarantor with respect to the 8 1/4% Trust Originated Common Securities of PLC Capital Trust I and (ii) will use reasonable efforts the Guarantee Agreement, dated as of June 9, 1994 of the Guarantor with respect 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 9% Cumulative Monthly Income Preferred Securities, Series A of Debentures as provided in the DeclarationPLC Capital L.L.C.).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred a Guarantee Event of Default or an event of default under the Declaration or if the Subordinated Debenture Issuer shall have selected an Extended Interest Payment Period (as defined in the First Supplemental Indenture), then (a) the Guarantor will shall not declare or pay dividends any dividend on, or make any distributions with respect to, or redeem, purchase, or acquire or make a distribution or liquidation payment with respect to, any of its common capital stock or preferred stock or make any GUARANTEE payment with respect thereto if at such time and (ib) the Guarantor shall be in default not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor which rank pari passu with respect or junior to its GUARANTEE Payments or other payment obligations hereunderthis Guarantee Agreement, and (ii) there shall have occurred any event of default under the Declaration or (iiic) the Guarantor shall have given notice of its selection of a Deferral Period not make any guarantee payments with respect to the foregoing (as defined in the Indenture) and such period, or any extension thereof, is continuingother than pursuant to this Guarantee Agreement); provided, howeverthat, that the foregoing restrictions restriction in Section 6.1 (a) shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made any stock dividends paid by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by where the Guarantor upon dividend stock is the redemption, exchange or conversion of any preferred same stock of as that on which the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stock, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant theretois being paid. In addition, so long as any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c9.1(c) 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 not take any action which would cause the Issuer to continue to be treated as a other than grantor trust for United States Federal federal income tax purposes except in connection with a distribution of Subordinated Debentures as provided in the Declaration.

Limitation of Transactions. (a) The Guarantor, for so long as any Company Preferred Securities or any claims under the Guarantee remain outstanding, shall (i) maintain, or shall cause any one or more Qualified Subsidiaries (each, a “Potential Securityholder”) to maintain, 100% ownership of the Ordinary Shares. The Guarantor may transfer or permit the transfer of the Ordinary Shares from one Potential Securityholder to another Potential Securityholder; provided that prior to such transfer it has received an opinion of a nationally recognized U.S. law firm experienced in such matters to the effect that such transfer will not cause the Company to become an “investment company” within the meaning of the Investment Company Act. (b) The Guarantor, for so long as any of the Company Preferred Securities or any claims under the Guarantee remain outstanding, shall, to the fullest extent permitted by law, not permit, or take any action to cause, the dissolution, liquidation, termination or winding up of the Company, unless the Guarantor is itself in liquidation. The Guarantor shall from time to time pay on behalf of the Company all Operating Expenses or contribute to the Company such funds as are necessary in order to enable the Company to pay its Operating Expenses on or before any date when any such Operating Expenses are due. (c) So long as any Company Preferred Securities or any claims under the Guarantee remain outstanding, the Guarantor shall procure that dividends or other distributions on any Parity Securities are only declared or payable on the same date on which dividends may be declared and payable on the Company Preferred Securities (absent prior consent of all Holders of the Company Preferred Securities). If actual declaration or payment of dividends or other distributions on Parity Securities will not declare occur on a date other than the corresponding declaration or pay dividends onpayment date for the Company Preferred Securities due to the effect of differing business day conventions or business day definitions, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE payment with respect thereto if at such time (i) the Guarantor shall be in default deemed to comply with respect to its GUARANTEE Payments or other payment obligations hereunder, (iithis Section 3.01(c) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection of a Deferral Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor 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, (iii) 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant thereto. In addition, so long as any amounts declared or payable on the Parity Securities and the Company Preferred Securities remain outstanding, are calculated on the Guarantor (i) will remain the sole direct or indirect owner basis 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(c) 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 common payment date as provided in the DeclarationArticles.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default, an event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture or a selection by the Guarantor will of an Extended Interest Payment Period as provided in the Indenture and such period, or any extension thereof, shall be continuing, then (a) the Guarantor shall not declare or pay dividends any dividend on, or make any distribution with respect to, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common capital stock or preferred (other than stock or make any GUARANTEE payment with respect thereto if at such time dividends declared and paid by the Guarantor which stock dividends consist of the stock of the same class as that on which the dividend is being paid), (ib) the Guarantor shall be in default not make any payment of interest, principal or premium, if any, on or repay, purchase or redeem any debt securities issued by the Guarantor which rank pari passu with or junior to the Debentures (other than stock dividends declared and paid by the Guarantor which stock dividends consist of the stock of the same class as that on which the dividend is being paid) and (c) shall not make any guarantee payments with respect to its GUARANTEE Payments or the foregoing (other payment obligations hereunderthan pursuant to the Preferred Securities Guarantee). Notwithstanding the foregoing, (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of may at any time (a) purchase or acquire its selection of a Deferral Period (as defined capital stock in connection with the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made satisfaction by the Guarantor by way of issuance its obligations under any employee benefit plans or pursuant to any contract or security outstanding on the first day of shares any such event requiring the Guarantor to purchase its capital stock; (b) reclassify its capital stock or exchange or convert one class or series of its capital stock for another class or series of its capital stock; (c) purchase fractional interests in its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; (d) declare dividends or distributions in its capital stock, (ii) payments of 18 18 accrued including stock dividends paid by the Guarantor upon which consist of the redemption, exchange or conversion of any preferred stock of the Guarantor same class as may be outstanding from time that on which any dividend is being paid; (e) redeem or purchase any rights pursuant to time in accordance with the terms of such preferred stock, a rights agreement; and (iiif) cash make 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, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors of consultants, or (v) 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 such rights pursuant thereto. In addition, so long as Guarantee related to any Preferred Securities remain outstanding, the 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 transferred except to the extent such transfer is permitted under Section 9.01(c) 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 DeclarationSecurities.