Common use of Optional Redemption by Company Clause in Contracts

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30, 2002, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30March 31, 2002, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any comparable level or successor listing or any national securities exchange or other organization on which the Preferred Securities are then listedlisted or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Article Three of the Indenture and to Section 3.3(b3.2(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, from time to time, on or after June 30, 2002, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder registered Holder of the DebenturesNotes, at the Optional Redemption Price. If the Debentures Notes are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, however, that if at the time of redemption the Notes are registered as a global security, the Depositary shall determine by lot the interest of each of its participants in such other manner as the Trustee shall deem appropriate and fair in its discretionglobal Note to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption or at such earlier time as the Company determines and specifies in the notice of redemption, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures Notes would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on or with which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures Notes in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the The Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30, 200220__, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to but excluding the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days days’ nor more than 60 days days’ written notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 p.m. (noon), New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If The Company shall have the right to redeem Debentures at any time and from time to time in a partial redemption principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Capital Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Capital Securities to be redeemed bears to the total number of Capital Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Debentures would result Capital Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Capital Securities and Common Securities so surrendered and a Like Amount (as defined in the delisting Trust Agreement) of the Preferred Securities issued Debentures shall be extinguished by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company Trustee and shall not no longer be permitted to effect such partial redemption and may only redeem the Debentures in wholedeemed Outstanding.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30December 31, 20022005, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days days' nor more than 60 days days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market Market(SM) or any national securities exchange or other organization on which the Preferred Securities are then listedlisted or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in wholewhole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem this Note at the Debenturesoption of the Company, without premium or penalty, in whole or in partpart (an "Optional Redemption"), from time to time, beginning on or after June 30July 8, 20022001, and the eighth day of each month thereafter, at a Redemption Price redemption price equal to the accrued and unpaid interest on the Notes so redeemed to the date fixed for redemption, plus 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to thereof (the date of such redemption"Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days days' prior notice before the Redemption Date to the holder each Holder of the DebenturesNotes, at the Optional Redemption Price. If the Debentures Notes are only partially redeemed pursuant to this Section 3.33.01(a), the Debentures shall Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as Global Notes, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionNotes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b3.2(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or any Interest Payment Date after June 30, 20022007 (each a "Redemption Date"), at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionRedemption Date. Any redemption pursuant to this Section 3.3(a3.2(a) shall be made upon not less than 30 days days' nor more than 60 days days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem in good xxxxx xxxx appropriate and fair in its sole discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paidDate. (b) Any redemption of Debentures pursuant to Section 3.1 or Section 3.2 shall be subject to the Company obtaining the prior approval of the Federal Reserve, if such approval is then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, and any other required regulatory approvals. (c) If a partial redemption of the Debentures would result in the delisting of the Trust Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Trust Preferred Securities are then listed, if any, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole. (d) Subject to the provisions of this Section 3.2, the Company shall have the right to redeem Debentures in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Trust Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Trust Preferred Securities to be redeemed bears to the total number of Trust Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.2(d) only in exchange for and upon surrender by the Company to the Property Trustee of the Trust Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Trust Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to time, on or after June 30, 2002, at a redemption price (the "Optional Redemption Price Price") equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date Redemption Date; or (ii) the sum of such redemptionthe present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Rate plus 12.5 basis points plus accrued interest on the principal amount being redeemed to the Redemption Date. Any redemption pursuant to this Section 3.3(a) shall the preceding paragraph will be made upon not less than 30 days nor more than 60 days days' prior notice before the Redemption Date to the holder each Holder of the DebenturesNotes, at the Optional Redemption Price. If the Debentures Notes are only partially redeemed pursuant to this Section 3.33.01(a), the Debentures shall Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionNotes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of The following terms have the Debentures would result meanings given to them in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in wholethis Section 3.01(b).

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except Except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Junior Subordinated Debentures, in whole or in part, from time to time, on or after June 30_____________, 20022004, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall 3.03 will be made upon not less than 30 days days' nor more than 60 days days' notice to the holder Holders of the Junior Subordinated Debentures, at the Redemption Price. If the Junior Subordinated Debentures are only partially redeemed pursuant to this Section 3.33.03, the Junior Subordinated Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Junior Subordinated Debentures are registered as a Global Subordinated Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionJunior Subordinated Debentures held by each Holder of Junior Subordinated Debentures to be redeemed. The Redemption Price shall be paid prior to 12:00 noon2:00 p.m., New York St. Louis, Missouri time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m.12:00 noon, New York St. Louis, Missouri time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Junior Subordinated Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's the NASDAQ National Market or any national securities exchange or other organization on which the Preferred Securities are may then be listed, if any, the Company shall not be permitted to effect such partial redemption and may only redeem the Junior Subordinated Debentures in wholewhole or in part to such extent as would not cause such delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30______________, 20022005, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York Eastern time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York Eastern time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Trust Preferred Securities issued by the Trust from The Nasdaq the American Stock Market's National Market Exchange or any national securities exchange or other organization on which the Trust Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)3.2(b) and to the provisions of Article Eleven of the Indenture, except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30____________, 2002____, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder Holder of the Debentures, at the Optional Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Debentures are registered as a Global Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionDebentures held by each beneficial owner of Debentures to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)3.2(b) and to the provisions of Article XIV of the Indenture, except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30, 2002______ __,___, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder Holder of the Debentures, at the Optional Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Debentures are registered as a Global Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionDebentures held by each Holder of Debenture to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.Price

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30December 31, 20022006, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days days' nor more than 60 days days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listedlisted or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in wholewhole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June September 30, 20022006, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days days' nor more than 60 days days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listedlisted or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in wholewhole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Article Three of the Indenture and to Section 3.3(b3.2(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, from time to time, on or after June 30, 200220 , at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days days' notice to the holder registered Holder of the DebenturesNotes, at the Optional Redemption Price. If the Debentures Notes are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, however, that if at the time of redemption the Notes are registered as a global security, the Depositary shall determine by lot the interest of each of its participants in such other manner as the Trustee shall deem appropriate and fair in its discretionglobal Note to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption or at such earlier time as the Company determines and specifies in the notice of redemption, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures Notes would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on or with which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures Notes in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except Except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Junior Subordinated Debentures, in whole or in part, from time to time, on or after June 30____________, 2002, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall 3.3 will be made upon not less than 30 days nor more than 60 days notice to the holder Holder of the Junior Subordinated Debentures, at the Redemption Price. If the Junior Subordinated Debentures are only partially redeemed pursuant to this Section 3.3, the Junior Subordinated Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Junior Subordinated Debentures are registered as a Global Subordinated Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionJunior Subordinated Debentures held by each Holder of Junior Subordinated Debentures to be redeemed. The Redemption Price shall be paid prior to 12:00 noon2:00 p.m., New York Minneapolis time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m.12:00 noon, New York Minneapolis time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Junior Subordinated Debentures would result in the delisting of the Preferred Capital Securities issued by the Trust from The the Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Capital Securities are may then be listed, if any, the Company shall not be permitted to effect such partial redemption and may only redeem the Junior Subordinated Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30, 20022004, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days days' nor more than 60 60' days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Capital Securities issued by the Trust from The Nasdaq American Stock Market's National Market Exchange or any national securities exchange or other organization on which the Preferred Capital Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30, 2002, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market Market, the New York Stock Exchange or any other national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Article III of the Indenture and to Section 3.3(b3.2(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Subordinated Debentures, in whole or in part, from time to time, on or after June 30March 31, 2002, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days days' nor more than 60 days days' notice to the registered holder of the Subordinated Debentures, at the Redemption Price. If the Subordinated Debentures are only partially redeemed pursuant to this Section 3.33.2, the Subordinated Debentures shall will be redeemed pro rata or by lot or in by any other method utilized by the Trustee; PROVIDED, that if at the time of redemption, the Subordinated Debentures are registered as a Global Security, the Depositary shall determine by lot the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionSubordinated Debentures held by each holder to be redeemed. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines and specifies in the notice of redemption, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, 11:00 a.m. on the date such Redemption Price is to be paid. (b) If a partial redemption of the Subordinated Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Subordinated Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Article Three of the Indenture and to Section 3.3(b3.2(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30[_____ __, 2002____], at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder registered Holder of the Debentures, at the Optional Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, however, that if at the time of redemption the Debentures are registered as a global debenture, the Depositary shall determine by lot the interest of each of its participants in such other manner as the Trustee shall deem appropriate and fair in its discretionglobal debenture to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption or at such earlier time as the Company determines and specifies in the notice of redemption, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on or with which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30March 31, 2002, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market (SM) or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30, 20022005, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days days' nor more than 60 days days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Capital Securities issued by the Trust from The Nasdaq American Stock Market's National Market Exchange or any national securities exchange or other organization on which the Preferred Capital Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except Except as otherwise may be specified in this IndentureSupplemental Indenture No. 6, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to time, on or after June 30, 2002, at a redemption price (the “Optional Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to, but excluding, the Redemption Date; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 65 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. The Company will mail notice of such redemption. Any redemption pursuant to this Section 3.3(a) shall the registered holders of the Notes to be made upon redeemed not less than 30 days nor more than 60 days notice prior to the holder of the Debentures, at the Redemption PriceDate. If the Debentures Notes are only partially redeemed pursuant to this Section 3.33.01, the Debentures shall Notes to be redeemed pro rata or will be selected by lot or the Trustee in such other manner as the Trustee in its sole discretion it shall deem appropriate and fair fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its discretionprocedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Article Three of the Indenture and to Section 3.3(b3.2(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, from time to time, on or after June 30__________, 2002200_, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder registered Holder of the DebenturesNotes, at the Optional Redemption Price. If the Debentures Notes are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall Notes will be redeemed pro rata or by lot or in by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a global Security, the Depositary shall determine by lot the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionNotes held by each Noteholder to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines and specifies in the notice of redemption, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, 11:00 a.m. on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures Notes would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures Notes in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30, 20022003, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption, including any Deferred Interest. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York Boston time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York Boston time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The the Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except Except as otherwise may be specified in this IndentureSupplemental Indenture No. 4, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to time, on or after June 30, 2002, at a redemption price (the “Optional Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to, but excluding, the Redemption Date; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40.0 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. The Company will mail notice of such redemption. Any redemption pursuant to this Section 3.3(a) shall the registered holders of the Notes to be made upon redeemed not less than 30 days nor more than 60 days notice prior to the holder of the Debentures, at the Redemption PriceDate. If the Debentures Notes are only partially redeemed pursuant to this Section 3.33.01, the Debentures shall Notes to be redeemed pro rata or will be selected by lot or the Trustee in such other manner as the Trustee in its sole discretion it shall deem appropriate and fair fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its discretionprocedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Article 11 of the Indenture, the Company shall have the right but not the obligation to redeem the DebenturesNotes, without premium or penalty, in whole or in partpart (an "Optional Redemption"), from time to time, on or beginning after June 30September 1, 2002, at a Redemption Price redemption price equal to the accrued and unpaid interest on the Notes so redeemed to the date fixed for such Optional Redemption, plus 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to thereof (the date of such redemption"Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall 3.01 will be made upon not less than 30 days nor more than 60 days days' prior notice before the Redemption Date to the holder each Holder of the DebenturesNotes, at the Optional Redemption Price. If the Debentures Notes are only partially redeemed pursuant to this Section 3.33.01, the Debentures shall Notes will be redeemed pro rata or by lot or by any other fair method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as Global Notes, the Depository shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionNotes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Article III of the Indenture and to Section 3.3(b3.2(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Subordinated Debentures, in whole or in part, from time to time, on or after June 30_________, 2002___, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days days' nor more than 60 days days' notice to the registered holder of the Subordinated Debentures, at the Redemption Price. If the Subordinated Debentures are only partially redeemed pursuant to this Section 3.33.2, the Subordinated Debentures shall will be redeemed pro rata or by lot or in by any other method utilized by the Trustee; provided, that if at the time of redemption, the Subordinated Debentures are registered as a Global Security, the Depositary shall determine by lot the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionSubordinated Debentures held by each holder to be redeemed. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines and specifies in the notice of redemption, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, 11:00 a.m. on the date such Redemption Price is to be paid. (b) If a partial redemption of the Subordinated Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities Secu rities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Subordinated Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)3.2(b) and to the provisions of Article Fourteen of the Indenture, except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30______, 200220__, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Optional Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.2(a), the Debentures shall will be redeemed pro rata or by lot or by --- ---- any other method utilized by the Trustee; provided, that if at the time of -------- redemption the Debentures are registered as a Global Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionDebentures held by each holder of Debentures to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, (i) on or after June September 30, 20022005, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption; (ii) on or after September 30, 2003 but before September 30, 2004, at a Redemption Price equal to ____% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption; and (iii) on or after September 30, 2004 but before September 30, 2005, at a Redemption Price equal to ____% of the principal to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. The Company may elect to redeem the Debentures pursuant to (ii) and (iii) above only if the stock price for the Company's common stock has been at least 125% of the Conversion Price for a period of twenty consecutive business days ending within five days of the date of notice of redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days days' nor more than 60 days days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market Market(SM) or any national securities exchange or other organization on which the Preferred Securities are then listedlisted or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)3.2(b) and to the provisions of Article Eleven of the Indenture, except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30January 31, 2002, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder Holder of the Debentures, at the Optional Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Debentures are registered as a Global Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionDebentures held by each Holder of Debentures to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except Except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Junior Subordinated Debentures, in whole or in part, from time to time, on or after June 30March __, 20022004, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall 3.03 will be made upon not less than 30 days days' nor more than 60 days days' notice to the holder Holders of the Junior Subordinated Debentures, at the Redemption Price. If the Junior Subordinated Debentures are only partially redeemed pursuant to this Section 3.33.03, the Junior Subordinated Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Junior Subordinated Debentures are registered as a Global Subordinated Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionJunior Subordinated Debentures held by each Holder of Junior Subordinated Debentures to be redeemed. The Redemption Price shall be paid prior to 12:00 noon2:00 p.m., New York Bloomfield Hills, Michigan time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m.12:00 noon, New York Bloomfield Hills, Michigan time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Junior Subordinated Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's the NASDAQ National Market or any national securities exchange or other organization on which the Preferred Securities are may then be listed, if any, the Company shall not be permitted to effect such partial redemption and may only redeem the Junior Subordinated Debentures in wholewhole or in part to such extent as would not cause such delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except Except as otherwise may be specified in this IndentureSupplemental Indenture No. 8, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to time, on or after June 30, 2002, at a redemption price (the “Optional Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to, but excluding, the Redemption Date; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. The Company will mail notice of such redemption. Any redemption pursuant to this Section 3.3(a) shall the registered holders of the Notes to be made upon redeemed not less than 30 days nor more than 60 days notice prior to the holder of the Debentures, at the Redemption PriceDate. If the Debentures Notes are only partially redeemed pursuant to this Section 3.33.01, the Debentures shall Notes to be redeemed pro rata or will be selected by lot or the Trustee in such other manner as the Trustee in its sole discretion it shall deem appropriate and fair fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its discretionprocedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Article Three of the Indenture and to Section 3.3(b3.2(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30_____ __, 2002____, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder registered Holder of the Debentures, at the Optional Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, however, that if at the time of redemption the Debentures are registered as a global debenture, the Depositary shall determine by lot the interest of each of its participants in such other manner as the Trustee shall deem appropriate and fair in its discretionglobal debenture to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption or at such earlier time as the Company determines and specifies in the notice of redemption, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on or with which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Article III of the Indenture and to Section 3.3(b3.2(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Subordinated Debentures, in whole or in part, from time to time, on or after June 30November 18, 2002, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days days' nor more than 60 days days' notice to the registered holder of the Subordinated Debentures, at the Redemption Price. If the Subordinated Debentures are only partially redeemed pursuant to this Section 3.33.2, the Subordinated Debentures shall will be redeemed pro rata or by lot or in by any other method utilized by the Trustee; PROVIDED, that if at the time of redemption, the Subordinated Debentures are registered as a Global Security, the Depositary shall determine by lot the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionSubordinated Debentures held by each holder to be redeemed. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines and specifies in the notice of redemption, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, 11:00 a.m. on the date such Redemption Price is to be paid. (b) If a partial redemption of the Subordinated Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Subordinated Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)3.2(b) and to the provisions of Article Eleven of the Indenture, except as otherwise may be specified in this Second Supplemental Indenture, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, from time to time, on or after June 303, 2002, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days days' notice to the holder Holders of the DebenturesNotes, at the Redemption Price. If the Debentures Notes are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall Notes will be redeemed pro rata or by lot or in by any other method utilized by the Trustee; provided, however, that, if at the time of redemption the Notes are registered -------- ------- as a Global Security, the Depositary shall determine the principal amount of such other manner as the Trustee shall deem appropriate and fair in Notes credited to each of its discretionparticipant accounts to be redeemed. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures Notes would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures Notes in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except Except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Junior Subordinated Debentures, in whole or in part, from time to time, on or after June 30, 20022005, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall 3.03 will be made upon not less than 30 days days' nor more than 60 days days' notice to the holder Holders of the Junior Subordinated Debentures, at the Redemption Price. If the Junior Subordinated Debentures are only partially redeemed pursuant to this Section 3.33.03, the Junior Subordinated Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Junior Subordinated Debentures are registered as a Global Subordinated Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionJunior Subordinated Debentures held by each Holder of Junior Subordinated Debentures to be redeemed. The Redemption Price shall be paid prior to 12:00 noon2:00 p.m., New York Overland Park, Kansas time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m.12:00 noon, New York Overland Park, Kansas time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Junior Subordinated Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq the American Stock Market's National Market Exchange or any national securities exchange or other organization on which the Preferred Securities are may then be listed, if any, the Company shall not be permitted to effect such partial redemption and may only redeem the Junior Subordinated Debentures in wholewhole or in part to such extent as would not cause such delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)3.2(b) and to the provisions of Article Eleven of the Indenture, except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, from time to time, on or after June 30March 29, 20022001, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days days' notice to the holder Holders of the DebenturesNotes, at the Redemption Price. If the Debentures Notes are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall Notes will be redeemed pro rata or by lot or in by any other method utilized by the Trustee; provided, however, that, if at the time of -------- ------- redemption the Notes are registered as a Global Security, the Depositary shall determine the principal amount of such other manner as the Trustee shall deem appropriate and fair in Notes credited to each of its discretionparticipant accounts to be redeemed. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures Notes would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures Notes in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)3.2(b) and to the provisions of Article Four of the Indenture, except as otherwise may be specified in this Eighth Supplemental Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30October 15, 20022006, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder Holders of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall will be redeemed pro rata or by lot or by any --- ---- other method utilized by the Securities Registrar; provided, that if at the time -------- of redemption the Debentures are registered as a Global Debenture, the Depositary shall determine, in such other manner as accordance with its procedures, the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date principal amount of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price Debentures beneficially held by 10:00 a.m., New York time, on the date such Redemption Price is each Holder of Debentures to be paidredeemed. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole. (c) Any redemption of Debentures pursuant to Section 3.1 or Section 3.2 shall be subject to the Company obtaining the prior approval of the Federal Reserve, if such approval is then required under applicable law, rules, guidelines or policies of the Federal Reserve.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June September 30, 20022013, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days days’ nor more than 60 days days’ written notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 p.m. (noon), New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq the New York Stock Market's National Market Exchange or any other national securities exchange or other organization on which the Preferred Securities are then listedlisted or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30____________, 2002, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)3.02(b) and to the provisions of Article XIV of the Indenture, except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30_________, 2002___, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder Holder of the Debentures, at the Optional Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.02, the Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Debentures are registered as a Global Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionDebentures held by each Holder of Debenture to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30______________, 20022005, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the dequotation or delisting of the Trust Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Trust Preferred Securities are then quoted or listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Article Three of the Indenture and to Section 3.3(b3.2(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, from time to time, on or after June 30March 31, 2002, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder registered Holder of the DebenturesNotes, at the Optional Redemption Price. If the Debentures Notes are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a global Security, the Depositary shall determine by lot the interest of each of its participants in such other manner as the Trustee shall deem appropriate and fair in its discretionglobal Note to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption or at such earlier time as the Company determines and specifies in the notice of redemption, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 11:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures Notes would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on or with which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures Notes in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except Except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Subordinated Debentures, in whole or in part, from time to time, on or after June 3018, 20022004, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall 3.03 will be made upon not less than 30 days days' nor more than 60 days days' notice to the holder Holders of the Subordinated Debentures, at the Redemption Price. If the Subordinated Debentures are only partially redeemed pursuant to this Section 3.33.03, the Subordinated Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Subordinated Debentures are registered as a Global Subordinated Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionSubordinated Debentures held by each Holder of Subordinated Debentures to be redeemed. The Redemption Price shall be paid prior to 12:00 noon1:00 p.m., New York Little Rock, Arkansas time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 11:00 a.m., New York Little Rock, Arkansas time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Subordinated Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's the NASDAQ National Market or any national securities exchange or other organization on which the Preferred Securities are may then be listed, if any, the Company shall not be permitted to effect such partial redemption and may only redeem the Subordinated Debentures in wholewhole or in part to such extent as would not cause such delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this 3.2(b) and to the provisions of Article Fourteen of the Indenture, the Company shall have the right to redeem prepay the DebenturesNotes, in whole or in part, at any time and from time to time, on or after June 30_____________, 2002______, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionOptional Prepayment Price. Any redemption prepayment pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder Holder of the DebenturesNotes, at the Redemption Optional Prepayment Price. If the Debentures Notes are only partially redeemed prepaid pursuant to this Section 3.33.2, the Debentures shall Notes will be redeemed prepaid pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of prepayment the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionNotes held by each Holder of Note to be prepaid. The Redemption Optional Prepayment Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption prepayment or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Optional Prepayment Price by 10:00 a.m., New York time, on the date such Redemption Optional Prepayment Price is to be paid. (b) If a partial redemption prepayment of the Debentures Notes would result in the delisting of the Preferred Capital Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Capital Securities are then listed, the Company shall not be permitted to effect such partial redemption prepayment and may only redeem prepay the Debentures Notes in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)3.02(b) and to the provisions of Article III of the Indenture, except as otherwise may be specified in this First Supplemental Indenture, the Company Com pany shall have the right to redeem the Subordinated Debentures, in whole or in part, from time to time, on or after June 30January 31, 20022001, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder of the Subordinated Debentures, at the Optional Redemption Price. If the Subordinated Debentures are only partially redeemed pursuant to this Section 3.33.2, the Subordinated Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Subordinated Debentures are registered as a Global Debenture, the Depositary shall determine, in such other manner as accordance with its procedures, the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date principal amount of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price Subordinated Debentures held by 10:00 a.m., New York time, on the date such Redemption Price is each holder of Subordinated Debentures to be paidredeemed. (b) If a partial redemption of the Subordinated Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Subordinated Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30, 20022003, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption, plus Deferred Interest, if any. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York Boston time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York Boston time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The the Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Article III of the Indenture and to Section 3.3(b3.2(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Subordinated Debentures, in whole or in part, from time to time, on or after June 30March 31, 20022003, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days days' nor more than 60 days days' notice to the registered holder of the Subordinated Debentures, at the Redemption Price. If the Subordinated Debentures are only partially redeemed pursuant to this Section 3.33.2, the Subordinated Debentures shall will be redeemed pro rata or by lot or in by any other method utilized by the Trustee; provided, that if at the time of redemption, the Subordinated Debentures are registered as a Global Security, the Depositary shall determine by lot the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionSubordinated Debentures held by each holder to be redeemed. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines and specifies in the notice of redemption, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, 11:00 a.m. on the date such Redemption Price is to be paid. (b) If a partial redemption of the Subordinated Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Subordinated Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June September 30, 2002, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any comparable level or successor listing or any national securities exchange or other organization on which the Preferred Securities are then listedlisted or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Article Three of the Indenture and to Section 3.3(b3.2(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, from time to time, on or after June 30_________________, 20022000, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder registered Holder of the DebenturesNotes, at the Optional Redemption Price. If the Debentures Notes are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall Notes will be redeemed pro rata or by lot or in by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a global Security, the Depositary shall determine by lot the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionNotes held by each Noteholder to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines and specifies in the notice of redemption, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, 11:00 a.m. on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures Notes would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures Notes in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30March 31, 20022003, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days days' nor more than 60 days days' prior written notice to the holder Holders of the Debentures, at the Redemption PriceDebentures to be redeemed. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall will be redeemed pro rata or by lot or in such by any other manner as the Trustee shall deem appropriate and fair in its discretion; provided, that if at the time of redemption the Debentures are registered as a Global Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such Debentures held by each Holder of Debentures to be redeemed. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paidDate. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by from the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then approved for quotation or listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b3.2(b) and to the provisions of Article Eleven of the Indenture, subject to Section 3.2(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30, 2002[2008], upon not less than 30 days nor more than 60 days notice to the Holder of the Debentures at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon thereon, including Compounded Interest and Additional Interest, if any, to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to (the holder of the Debentures, at the "Optional Redemption Price"). If the Debentures are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall will be redeemed pro rata or by lot or in such by any other manner as method utilized by the Trustee shall deem appropriate and fair in its discretionTrustee. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)3.2(b) and to the provisions of Article Eleven of the Indenture, except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30_________, 2002____, upon not less than 30 days nor more than 60 days notice to the Holder of the Debentures at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon thereon, including Compounded Interest and Additional Interest, if any, to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to (the holder of the Debentures, at the "Optional Redemption Price"). If the Debentures are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Debentures are registered as a Global Debenture, the Depository shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionDebentures held by each Debenture Holder to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Article Three of the Indenture and to Section 3.3(b3.2(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, from time to time, on or after June 30_________________, 20022001, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder registered Holder of the DebenturesNotes, at the Optional Redemption Price. If the Debentures Notes are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall Notes will be redeemed pro rata or by lot or in by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a global Security, the Depositary shall determine by lot the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionNotes held by each Noteholder to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines and specifies in the notice of redemption, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, 11:00 a.m. on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures Notes would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures Notes in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, (i) on or after June 30December 31, 20022005, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption; (ii) on or after December 31, 2003 but before December 31, 2004, at a Redemption Price equal to ____% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption; and (iii) on or after December 31, 2004 but before December 31, 2005, at a Redemption Price equal to ____% of the principal to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. The Company may elect to redeem the Debentures pursuant to (ii) and (iii) above only if the stock price for the Company's common stock has been at least 125% of the Conversion Price for a period of twenty consecutive business days ending within five days of the date of notice of redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days days' nor more than 60 days days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market Market(sm) or any national securities exchange or other organization on which the Preferred Securities are then listedlisted or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except Except as otherwise may be specified in this IndentureSupplemental Indenture No. 7, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to time, on or after June 30, 2002, at a redemption price (the “Optional Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to, but excluding, the Redemption Date; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 65 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. The Company will mail notice of such redemption. Any redemption pursuant to this Section 3.3(a) shall the registered holders of the Notes to be made upon redeemed not less than 30 days nor more than 60 days notice prior to the holder of the Debentures, at the Redemption PriceDate. If the Debentures Notes are only partially redeemed pursuant to this Section 3.33.01, the Debentures shall Notes to be redeemed pro rata or will be selected by lot or the Trustee in such other manner as the Trustee in its sole discretion it shall deem appropriate and fair fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its discretionprocedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30, 2002______, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption, plus Deferred Payments, if any. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any comparable level or successor listing or any national securities exchange or other organization on which the Preferred Securities are then listedlisted or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30July 31, 2002, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30March 31, 20022027, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionRedemption Price. Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder Holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall will be redeemed pro rata or by lot or in such by any other manner as the Trustee shall deem appropriate and fair in its discretion; provided, that if at the time of redemption the Debentures are registered as a Global Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such Debentures held by each Holder of Debentures to be redeemed. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the CTBI Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)) and to the provisions of Article Eleven of the Indenture, except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30______________, 20022006, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days days' notice to the holder Holders of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall will be redeemed pro rata or by lot or in by any other method utilized by the Trustee; provided, however, that, if at the time of redemption the Debentures are registered as a Global Security, the Depositary shall determine the principal amount of such other manner as the Trustee shall deem appropriate and fair in Debentures credited to each of its discretionparticipant accounts to be redeemed. The Redemption Price shall be paid prior to 12:00 noon, New York Minneapolis time, on the date of such redemption Redemption Date or at such earlier time as the Company determines determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York Minneapolis time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Capital Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Capital Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)3.2(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this _______ Supplemental Indenture, the Company shall have the right to redeem the 7 11 Debentures, in whole or in part, from time to time, on or after June 30July, 20022001, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder Holder of the Debentures, at the Optional Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Debentures are registered as a Global Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionDebentures held by each Holder of Debenture to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)3.2(b) and to the provisions of Article Eleven of the Indenture, except as otherwise may be specified in this Third Supplemental Indenture, the Company shall have the right to redeem the Subordinated Debentures, in whole or in part, from time to time, on or after June 30December 21, 2002, 2006 at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days days' notice to the holder Holder of the Subordinated Debentures, at the Redemption Price. If the Subordinated Debentures are only partially redeemed pursuant to this Section 3.33.2, the particular Subordinated Debentures shall to be redeemed will be selected on a pro rata or basis by lot or in such other manner method as the Trustee shall deem fair and appropriate and fair or, if at the time of redemption the Subordinated Debentures are registered as a Global Debenture, in its discretionaccordance with the Depository's customary procedures. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines determines, provided that the Company shall deposit have deposited with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, a.m. on the date such Redemption Price is to be paid. (b) The Company may not redeem fewer than all of the Subordinated Debentures unless all accrued and unpaid interest has been paid on all Subordinated Debentures for all quarterly interest payment periods terminating on or prior to the date of redemption. If a partial redemption of the Subordinated Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Subordinated Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June September 30, 20022003, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock National Market's National Market _ or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except Except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Junior Subordinated Debentures, in whole or in part, from time to time, on or after June 30________, 20022007, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall 3.3 will be made upon not less than 30 days nor more than 60 days notice to the holder Holder of the Junior Subordinated Debentures, at the Redemption Price. If the Junior Subordinated Debentures are only partially redeemed pursuant to this Section 3.3, the Junior Subordinated Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Junior Subordinated Debentures are registered as a Global Subordinated Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionJunior Subordinated Debentures held by each Holder of Junior Subordinated Debentures to be redeemed. The Redemption Price shall be paid prior to 12:00 noon2:00 p.m., New York Minneapolis time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m.12:00 noon, New York Minneapolis time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Junior Subordinated Debentures would result in the delisting of the Preferred Capital Securities issued by the Trust from The the Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Capital Securities are may then be listed, if any, the Company shall not be permitted to effect such partial redemption and may only redeem the Junior Subordinated Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)3.2(b) and to the provisions of Article Fourteen of the Indenture, except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right to redeem the DebenturesDebentures without premium or penalty, in whole or in part, at any time and from time to time, on or after June 30December 15, 20022006, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Optional Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.2(a), the Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Debentures are registered as a Global Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionDebentures held by each holder of Debentures to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Capital Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Capital Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except Except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Junior Subordinated Debentures, in whole or in part, from time to time, on or after June 30January 15, 2002, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall 3.3 will be made upon not less than 30 days nor more than 60 days notice to the holder Holder of the Junior Subordinated Debentures, at the Redemption Price. If the Junior Subordinated Debentures are only partially redeemed pursuant to this Section 3.3, the Junior Subordinated Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Junior Subordinated Debentures are registered as a Global Subordinated Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionJunior Subordinated Debentures held by each Holder of Junior Subordinated Debentures to be redeemed. The Redemption Price shall be paid prior to 12:00 noon2:00 p.m., New York Minneapolis time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m.12:00 noon, New York Minneapolis time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Junior Subordinated Debentures would result in the delisting of the Preferred Securities issued by the Trust from The the Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are may then be listed, if any, the Company shall not be permitted to effect such partial redemption and may only redeem the Junior Subordinated Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)3.2(b) and to the provisions of Article Eleven of the Indenture, except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, from time to time, on or after June 30December 31, 20022000, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days days' notice to the holder Holder of the DebenturesNotes, at the Optional Redemption Price. If the Debentures Notes are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall Notes will be redeemed pro rata or by lot or in by any other method utilized by the Trustee; provided that, if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine by lot the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionNotes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures Notes would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to 9 13 effect such partial redemption and may only redeem the Debentures Notes in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except Except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Junior Subordinated Debentures, in whole or in part, from time to time, on or after June 30December 15, 2002, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall 3.3 will be made upon not less than 30 days nor more than 60 days notice to the holder Holder of the Junior Subordinated Debentures, at the Redemption Price. If the Junior Subordinated Debentures are only partially redeemed pursuant to this Section 3.3, the Junior Subordinated Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Junior Subordinated Debentures are registered as a Global Subordinated Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionJunior Subordinated Debentures held by each Holder of Junior Subordinated Debentures to be redeemed. The Redemption Price shall be paid prior to 12:00 noon2:00 p.m., New York Minneapolis time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m.12:00 noon, New York Minneapolis time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Junior Subordinated Debentures would result in the delisting of the Preferred Capital Securities issued by the Trust from The the Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Capital Securities are may then be listed, if any, the Company shall not be permitted to effect such partial redemption and may only redeem the Junior Subordinated Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)3.2(b) and to the provisions of Article Eleven of the Indenture, except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30May 11, 20022003, upon not less than 30 days nor more than 60 days notice to the Holder of the Debentures at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon thereon, including Compounded Interest and Additional Interest, if any, to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to (the holder of the Debentures, at the "Optional Redemption Price"). If the Debentures are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Debentures are registered as a Global Debenture, the Depository shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionDebentures held by each Debenture Holder to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b3.2(b), 3.2(c) and to the provisions of Article Fourteen of the Indenture, except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30, 2002_____________, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder Holders of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Debentures are registered as a Global Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionDebentures held by each Holder of Debenture to be redeemed. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole. (c) Any redemption of Debentures pursuant to Section 3.1 or Section 3.2 shall be subject to the Company obtaining the prior approval of the Federal Reserve, if such approval is then required under applicable law or capital guidelines of the Federal Reserve.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30December 31, 20021999, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Trust Preferred Securities issued by the Trust from The the Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Trust Preferred Securities are then listed, if any, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30______________, 20022004, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Trust Preferred Securities issued by the Trust from The the Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Trust Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)3.2(b) and to the provisions of Article Eleven of the Indenture, except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30October 15, 20022004, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder Holder of the Debentures, at the Optional Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Debentures are registered as a Global Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionDebentures held by each beneficial owner of Debentures to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except Except as otherwise may be specified in this IndentureSupplemental Indenture No. 3, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to time, on or after June 30, 2002, at a redemption price (the “Optional Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to, but excluding, the Redemption Date; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 12.5 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. The Company will mail notice of such redemption. Any redemption pursuant to this Section 3.3(a) shall the registered holders of the Notes to be made upon redeemed not less than 30 days nor more than 60 days notice prior to the holder of the Debentures, at the Redemption PriceDate. If the Debentures Notes are only partially redeemed pursuant to this Section 3.33.01, the Debentures shall Notes to be redeemed pro rata or will be selected by lot or the Trustee in such other manner as the Trustee in its sole discretion it shall deem appropriate and fair fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its discretionprocedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this IndentureArticle XIV, the Company shall have the right to redeem the DebenturesSecurities, in whole or in part, from time to time, on or after June 30, 2002, Initial Optional Redemption Date at a redemption price (the "Optional Redemption Price Price") equal to 100% the outstanding principal amount of the principal amount to be redeemed Securities, plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Priceif any. If the Debentures Securities are only partially redeemed pursuant to this Section 3.314.02, the Debentures shall Securities will be redeemed pro rata or by lot or by any other method --- ---- utilized by the Trustee; provided, that if at the time of redemption the -------- Securities are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as Securities held for the Trustee shall deem appropriate and fair in account of its discretionparticipants to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines determines, provided that the -------- Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of the Debentures would result in the delisting AGL Capital Trust II by a court of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listedcompetent jurisdiction, the Company shall Securities thereafter will be subject to optional redemption, in whole only, but not be permitted to effect such partial in part, on or after June 1, 2006, at the optional redemption prices set forth in Section 14.02 and may only redeem the Debentures otherwise in wholeaccordance with this Article XIV.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June September 30, 20022003, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market Market(SM) or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)3.2(b) and to the provisions of Article Eleven of the Indenture, except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30____________, 2002____, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder Holder of the Debentures, at the Optional Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Debentures are registered as a Global Debenture, the Depository shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionDebentures held by each beneficial owner of Debentures to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this 3.2(b) and to the provisions of Article Fourteen of the Indenture, the Company shall have the right to redeem prepay the DebenturesNotes, in whole or in part, at any time and from time to time, on or after June 30December 15, 20022006, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionOptional Prepayment Price. Any redemption prepayment pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder Holder of the DebenturesNotes, at the Redemption Optional Prepayment Price. If the Debentures Notes are only partially redeemed prepaid pursuant to this Section 3.33.2, the Debentures shall Notes will be redeemed prepaid pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of prepayment the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionNotes held by each Holder of Note to be prepaid. The Redemption Optional Prepayment Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption prepayment or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Optional Prepayment Price by 10:00 a.m., New York time, on the date such Redemption Optional Prepayment Price is to be paid. (b) If a partial redemption prepayment of the Debentures Notes would result in the delisting of the Preferred Capital Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Capital Securities are then listed, the Company shall not be permitted to effect such partial redemption prepayment and may only redeem prepay the Debentures Notes in whole.

Optional Redemption by Company. (a) Subject to the provisions of Article Three of the Indenture and to Section 3.3(b3.2(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, from time to time, on or after June 30[ ], 200220[ ], at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "OPTIONAL REDEMPTION PRICE"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor or more than 60 days days' notice to the holder registered Holder of the DebenturesNotes, at the Optional Redemption Price. If the Debentures Notes are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, however, that if at the time of redemption the Notes are registered as a global security, the Depositary shall determine by lot the interest of each of its participants in such other manner as the Trustee shall deem appropriate and fair in its discretionglobal Note to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption or at such earlier time as the Company determines and specifies in the notice of redemption, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures Notes would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on or with which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures Notes in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except Except as otherwise may be specified in this IndentureSupplemental Indenture No. 2, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to time, on or after June 30, 2002, at a redemption price (the “Optional Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to, but excluding, the Redemption Date; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15.0 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. The Company will mail notice of such redemption. Any redemption pursuant to this Section 3.3(a) shall the registered holders of the Notes to be made upon redeemed not less than 30 days nor more than 60 days notice prior to the holder of the Debentures, at the Redemption PriceDate. If the Debentures Notes are only partially redeemed pursuant to this Section 3.33.01, the Debentures shall Notes to be redeemed pro rata or will be selected by lot or the Trustee in such other manner as the Trustee in its sole discretion it shall deem appropriate and fair fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its discretionprocedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this 3.2(b) and to the provisions of Article Fourteen of the Indenture, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time and from time to time, on or after June 30December 31, 20022001, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder Holder of the DebenturesNotes, at the Optional Redemption Price. If the Debentures Notes are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionNotes held by each Holder of Note to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures Notes would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures Notes in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June September 30, 20022003, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock National Market's National Market /SM/ or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June September 30, 20022004, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days days' nor more than 60 days days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Capital Securities issued by the Trust from The Nasdaq American Stock Market's National Market Exchange or any national securities exchange or other organization on which the Preferred Capital Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)3.2(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30____________, 2002____, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder Holder of the Debentures, at the Optional Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Debentures are registered as a Global Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionDebentures held by each Holder of Debentures to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30____________, 2002, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30March 31, 2002, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)3.2(b) and to the provisions of Article Eleven of the Indenture, except as otherwise may be specified in this Second Supplemental Indenture, the Company shall have the right to redeem the Subordinated Debentures, in whole or in part, from time to time, on or after June 30November 18, 2002, 2003 at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days days' notice to the holder Holder of the Subordinated Debentures, at the Redemption Price. If the Subordinated Debentures are only partially redeemed pursuant to this Section 3.33.2, the particular Subordinated Debentures shall to be redeemed will be selected on a pro rata or basis by lot or in such other manner method as the Trustee shall deem fair and appropriate and fair or, if at the time of redemption the Subordinated Debentures are registered as a Global Debenture, in its discretionaccordance with the Depository's customary procedures. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines determines, provided that the Company shall deposit have deposited with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, a.m. on the date such Redemption Price is to be paid. (b) The Company may not redeem fewer than all of the Subordinated Debentures unless all accrued and unpaid interest has been paid on all Subordinated Debentures for all quarterly interest payment periods terminating on or prior to the date of redemption. If a partial redemption of the Subordinated Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Subordinated Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Article III of the Indenture and to Section 3.3(b3.2(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, from time to time, on or after June 30___________ __, 2002200_, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon thereon, including Additional Interest, if any, to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the registered holder of the DebenturesNotes, at the Optional Redemption Price. If the Debentures Notes are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption, the Notes are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionNotes beneficially held by each holder of a Note be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines and specifies in the notice of redemption, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, 11:00 a.m. on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures Notes would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures Notes in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b)3.2(b) and to the provisions of Article _____ of the Indenture, except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30_________, 20022000, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionredemption (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days nor more than 60 days notice to the holder Holder of the Debentures, at the Optional Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.33.2, the Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Debentures are registered as a Global Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionDebentures held by each Holder of Debenture to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Article III of the Indenture and to Section 3.3(b3.2(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Subordinated Debentures, in whole or in part, from time to time, on or after June 30________, 2002, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days days' nor more than 60 days days' notice to the registered holder of the Subordinated Debentures, at the Redemption Price. If the Subordinated Debentures are only partially redeemed pursuant to this Section 3.33.2, the Subordinated Debentures shall will be redeemed pro rata or by lot or in by any other method utilized by the Trustee; PROVIDED, that if at the time of redemption, the Subordinated Debentures are registered as a Global Security, the Depositary shall determine by lot the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionSubordinated Debentures held by each holder to be redeemed. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines and specifies in the notice of redemption, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, 11:00 a.m. on the date such Redemption Price is to be paid. (b) If a partial redemption of the Subordinated Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Subordinated Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30---------, 2002, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.