Common use of Redemption of the Debentures Clause in Contracts

Redemption of the Debentures. (a) If, at any time, a Tax Event should occur and be continuing, the Company shall have the right to advance the stated maturity of the Debentures to the minimum extent required, but no earlier than August 1, 2016, such that in the opinion of a nationally recognized independent tax counsel to the Company experienced in such matters, after advancing the maturity date, interest payable by the Company on the Debentures will be deductible for United States federal income tax purposes (the action referred to above being referred to herein as a "Tax Event Maturity Advancement"). If, at any time a Tax Event should occur and be continuing, and the Company receives an opinion (a "Redemption Tax Opinion") of a nationally recognized independent tax counsel to the Company experienced in such matters, that, as a result of such Tax Event, there is more than an insubstantial risk that the Company would be precluded from deducting the interest on the Debentures for United States federal income tax purposes, even if a Tax Event Maturity Advancement were effected, the Company shall have the right at any time, within 90 days following the occurrence of such Tax Event, upon not less than 30 days' nor more than 60 days' notice, to redeem the Debentures held by the Institutional Trustee, in whole or in part, for cash so long as such Tax Event is continuing, at par plus any accrued and unpaid interest thereon to the date of redemption (the "Tax Event Redemption Price"), provided that (i) if at the time there is available to the Company or the Trust the opportunity to eliminate, within the 90 Day Period and before any such notice is given, the adverse effects of such Tax Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure which has no adverse effect on the Company, the Trust or the holders of the Securities and (ii) such notice has not been given, the Company or the Trust shall pursue such ministerial action in lieu of redemption. If Debentures are only partly redeemed pursuant to this Section 3.1(a), Debentures shall be redeemed pro rata or by lot or by any other method utilized by the Trustee. The Tax Event Redemption Price shall be paid prior to 3:00 p.m., New York City time, on the date of such redemption or such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Tax Event Redemption Price by 10:00 a.m., New York City time, on the date the Tax Event Redemption Price is to be paid. (b) Upon the occurrence of an Investment Company Event, the Company shall have the right within 90 days following the occurrence of such Investment Company Event, upon not less than 30 days' nor more than 60 days' notice to redeem the Debentures, in whole or in part, for cash at (i) the Make-Whole Amount, in the case of a redemption upon the occurrence of an Investment Company Event prior to February 1, 2007 or (ii) the Call Price, in the case of a redemption upon the occurrence of an Investment Company Event on or after February 1, 2007, in each case together with accrued and unpaid interest thereon to the date of redemption (the "Investment Company Event Redemption Price"). If Debentures are only partly redeemed pursuant to this Section 3.1(b), Debentures shall be redeemed pro rata or by lot or by any other method utilized by the Trustee. The Investment Company Event Redemption Price shall be paid prior to 3:00 p.m., New York City time, on the date of such redemption or such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Investment Company Event Redemption Price by 10:00 a.m., New York City time, on the date the Investment Company Event Redemption price is to be paid. The "Make-Whole Amount" will be equal to the greater of (i) 100% of the principal amount of the Debentures to be redeemed or (ii) as determined by the Quotation Agent (as defined herein), (a) the sum of the present values of the principal amount and premium payable as part of the Call Price of such Debentures on February 1, 2007, together with the present values of scheduled payments of interest on such Debentures from the redemption date to February 1, 2007 (the "Remaining Life"), in each case discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of 30 day months) at the Adjusted Treasury Rate less (b) accrued and unpaid interest on such Debentures to the date of redemption.

Redemption of the Debentures. (a) If, at any timeSECTION 3.1 If a Tax Event, a Tax Capital Treatment Event should or an Investment Company Event shall occur and be continuing, the Company shall have the right to advance the stated maturity of the Debentures right, subject to the minimum extent required, but no earlier than August 1, 2016, such that in the opinion of a nationally recognized independent tax counsel to the Company experienced in such matters, after advancing the maturity date, interest payable receipt by the Company on of prior approval from the Debentures will be deductible for United States federal income tax purposes (Federal Reserve if then required under applicable capital guidelines or policies of the action referred Federal Reserve, to above being referred to herein as a "Tax Event Maturity Advancement"). If, at any time a Tax Event should occur and be continuing, and the Company receives an opinion (a "Redemption Tax Opinion") of a nationally recognized independent tax counsel to the Company experienced in such matters, that, as a result of such Tax Event, there is more than an insubstantial risk that the Company would be precluded from deducting the interest on the Debentures for United States federal income tax purposes, even if a Tax Event Maturity Advancement were effected, the Company shall have the right at any time, within 90 days following the occurrence of such Tax Eventredeem, upon not less than 30 days' nor more than 60 days' notice, to redeem the Debentures held by the Institutional Trustee, in whole or in part, for cash so long as at any time, within 90 days following the occurrence of such Tax Event, Capital Treatment Event is continuingor Investment Company Event, as the case may be, at par a redemption price equal to 100% of the principal amount to be redeemed plus any accrued and but unpaid interest thereon to the date of such redemption (the "Tax Event Redemption Price"), provided that (i) if at the time there is available to the Company or the Trust the opportunity to eliminate, within the 90 Day Period and before any such notice is given, the adverse effects of such Tax Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure which has no adverse effect on the Company, the Trust or the holders of the Securities and (ii) such notice has not been given, the Company or the Trust shall pursue such ministerial action in lieu of redemption. If Debentures are only partly partially redeemed pursuant to this Section 3.1(a)3.1, Debentures shall be redeemed pro rata or by lot or by any other method utilized by the Trustee. The Tax Event Redemption Price shall be paid prior to 3:00 p.m.11:00 a.m., New York City time, on the date of such redemption or such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Tax Event Redemption Price by 10:00 a.m., New York City time, on the date the Tax Event Redemption Price is to be paid. (b) Upon the occurrence of an Investment Company EventSECTION 3.2 At any time on or after April 1, 2007, the Company shall have the right within 90 days following right, subject to the occurrence provisions of such Investment Article XIV of the Indenture and to the receipt by the Company Eventof prior approval from the Federal Reserve if then required under applicable capital guidelines or policies of the Federal Reserve, to redeem the Debentures, in whole or in part, from time to time, at the Redemption Price. Any redemption pursuant to this Section 3.2 will be made upon not less than 30 days' nor more than 60 days' notice to redeem the holders of the relevant Debentures, in whole or in part, for cash at (i) the Make-Whole Amount, in the case of a redemption upon the occurrence of an Investment Company Event prior to February 1, 2007 or (ii) the Call Price, in the case of a redemption upon the occurrence of an Investment Company Event on or after February 1, 2007, in each case together with accrued and unpaid interest thereon to the date of redemption (the "Investment Company Event Redemption Price"). If Debentures are only partly partially redeemed pursuant to this Section 3.1(b)3.2, Debentures shall be redeemed pro rata or by lot or by any other method utilized by the Trustee. The Investment Company Event Redemption Price shall be paid prior to 3:00 p.m.11:00 a.m., New York City time, on the date of such redemption or such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Investment Company Event Redemption Price by 10:00 a.m., New York City time, on the date the Investment Company Event Redemption price Price is to be paid. The "Make-Whole Amount" will be equal Debentures are not entitled to the greater benefit of (i) 100% of the principal amount of the Debentures to be redeemed or (ii) as determined by the Quotation Agent (as defined herein), (a) the sum of the present values of the principal amount and premium payable as part of the Call Price of such Debentures on February 1, 2007, together with the present values of scheduled payments of interest on such Debentures from the redemption date to February 1, 2007 (the "Remaining Life"), in each case discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of 30 day months) at the Adjusted Treasury Rate less (b) accrued and unpaid interest on such Debentures to the date of redemptionany sinking fund.

Redemption of the Debentures. (a) SECTION 3.1 The Debentures are scheduled to mature on November 15, 2037. Unless a Tax Event has occurred and the Company has received a Redemption Tax Opinion, the Debentures will not be redeemable at the option of the Company at any time prior to November 15, 2037. If, at any time, a Tax Event should occur has occurred and be continuing, is continuing and the Company has received a Redemption Tax Opinion then the Company shall have the right upon not less than 30 days nor more than 60 days' notice to advance the stated maturity holders of the Debentures to the minimum extent requiredredeem such Debentures, but no earlier than August 1in whole or in part, 2016, such that in the opinion of a nationally recognized independent tax counsel to the Company experienced in such matters, after advancing the maturity date, interest payable by the Company on the Debentures will be deductible for United States federal income tax purposes (the action referred to above being referred to herein as a "Tax Event Maturity Advancement"). If, at any time a Tax Event should occur and be continuing, and the Company receives an opinion (a "Redemption Tax Opinion") of a nationally recognized independent tax counsel to the Company experienced in such matters, that, as a result of such Tax Event, there is more than an insubstantial risk that the Company would be precluded from deducting the interest on the Debentures for United States federal income tax purposes, even if a Tax Event Maturity Advancement were effected, the Company shall have the right at any time, cash within 90 days following the occurrence of such Tax Event, upon not less than 30 days' nor more than 60 days' notice, to redeem Event (the Debentures held by the Institutional Trustee, in whole or in part, for cash "90 Day Period") so long as such Tax Event is continuing, continuing at par 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 (the "Tax Event Redemption Price"), provided that if (i) if at the time there is available to the Company or the Trust the opportunity to eliminate, within the 90 Day Period and before any such notice is givenPeriod, the adverse effects of such the Tax Event by taking some ministerial actionaction ("Ministerial Action"), such as filing a form or making an election, or pursuing some other similar reasonable measure which has that will have no adverse effect on the Company, the Trust or the holders of the Trust Securities and (ii) such notice has not been given, the Company or the Trust shall pursue such ministerial action Ministerial Action in lieu of redemption, and, provided, further, that the Company shall have no right to redeem such Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Declaration. If Debentures are only partly partially redeemed pursuant to this Section 3.1(a)3.1, Debentures shall be redeemed pro rata or by lot or by any other method utilized by or, if held in book-entry form, in accordance with the Trusteeprocedures of the Clearing Agency. The Tax Event Redemption Price shall be paid prior to 3:00 p.m.11:00 a.m., New York City time, on the date of such redemption or such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Tax Event Redemption Price by 10:00 a.m., New York City time, on the date the Tax Event Redemption Price is to be paid. (b) Upon the occurrence SECTION 3.2 Neither series of an Investment Company Event, the Company shall have the right within 90 days following the occurrence of such Investment Company Event, upon not less than 30 days' nor more than 60 days' notice to redeem the Debentures, in whole or in part, for cash at (i) the Make-Whole Amount, in the case of a redemption upon the occurrence of an Investment Company Event prior to February 1, 2007 or (ii) the Call Price, in the case of a redemption upon the occurrence of an Investment Company Event on or after February 1, 2007, in each case together with accrued and unpaid interest thereon Debentures are entitled to the date benefit of redemption (the "Investment Company Event Redemption Price"). If Debentures are only partly redeemed pursuant to this Section 3.1(b), Debentures shall be redeemed pro rata or by lot or by any other method utilized by the Trustee. The Investment Company Event Redemption Price shall be paid prior to 3:00 p.m., New York City time, on the date of such redemption or such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Investment Company Event Redemption Price by 10:00 a.m., New York City time, on the date the Investment Company Event Redemption price is to be paid. The "Make-Whole Amount" will be equal to the greater of (i) 100% of the principal amount of the Debentures to be redeemed or (ii) as determined by the Quotation Agent (as defined herein), (a) the sum of the present values of the principal amount and premium payable as part of the Call Price of such Debentures on February 1, 2007, together with the present values of scheduled payments of interest on such Debentures from the redemption date to February 1, 2007 (the "Remaining Life"), in each case discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of 30 day months) at the Adjusted Treasury Rate less (b) accrued and unpaid interest on such Debentures to the date of redemptionsinking fund.

Redemption of the Debentures. (a) If, at any time, SECTION 3.1 If a Tax Event should occur with respect to the Trust has occurred and be continuingis continuing and the Company has received a Redemption Tax Opinion then, subject to the receipt by the Company of prior approval by the Federal Reserve if then required under applicable capital guidelines or policies of the Federal Reserve, the Company shall have the right to advance the stated maturity of the Debentures to the minimum extent required, but no earlier than August 1, 2016, such that in the opinion of a nationally recognized independent tax counsel to the Company experienced in such matters, after advancing the maturity date, interest payable by the Company on the Debentures will be deductible for United States federal income tax purposes (the action referred to above being referred to herein as a "Tax Event Maturity Advancement"). If, at any time a Tax Event should occur and be continuing, and the Company receives an opinion (a "Redemption Tax Opinion") of a nationally recognized independent tax counsel to the Company experienced in such matters, that, as a result of such Tax Event, there is more than an insubstantial risk that the Company would be precluded from deducting the interest on the Debentures for United States federal income tax purposes, even if a Tax Event Maturity Advancement were effected, the Company shall have the right at any time, within 90 days following the occurrence of such Tax Event, upon not less than 30 days' days nor more than 60 days' notice, notice to redeem the Debentures held by the Institutional Trustee, in whole or in part, for cash so long as such within 90 days following the occurrence of the Tax Event is continuing, (the "90 Day Period") at par 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 (the "Tax Event Redemption Price"), provided that if (i) if at the time there is available to the Company or the Trust the opportunity to eliminate, within the 90 Day Period and before any such notice is givenPeriod, the adverse effects of such Tax Event by taking some ministerial actionaction ("Ministerial Action"), such as filing a form or making an election, or pursuing some other similar reasonable measure which has no adverse effect on the Company, the Trust or the holders of the Securities and (ii) such notice has not been given, the Company or the Trust shall pursue such ministerial action Ministerial Action in lieu of redemption. If , and, provided, further, that the Company shall have no right to redeem such Debentures are only partly redeemed while the Trust is pursuing any Ministerial Action pursuant to this Section 3.1(a), Debentures shall be redeemed pro rata or by lot or by any other method utilized by its obligations under the TrusteeDeclaration. The Tax Event Redemption Price shall be paid prior to 3:00 p.m.11:00 a.m., New York City time, on the date of such redemption or such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Tax Event Redemption Price by 10:00 a.m., New York City time, on the date the Tax Event Redemption Price is to be paid. (b) Upon SECTION 3.2 Subject to the occurrence provisions of an Investment Article XIV of the Indenture and the receipt by the Company Eventof prior approval by the Federal Reserve if then required under applicable guidelines or policies of the Federal Reserve, and in addition to the rights set forth in Section 3.1 of this First Supplemental Indenture, except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right within 90 days following the occurrence of such Investment Company Event, upon not less than 30 days' nor more than 60 days' notice to redeem the Debentures, in whole or in part, for cash at (i) the Make-Whole Amountfrom time to time, in the case of a redemption upon the occurrence of an Investment Company Event prior to February 1, 2007 or (ii) the Call Price, in the case of a redemption upon the occurrence of an Investment Company Event on or after February 1December 15, 20072006, in each case together with at call prices (expressed as a percentage of principal amount per Debenture being redeemed) specified below (the "Call Prices") plus any accrued and unpaid interest thereon to the date of redemption (such redemption: If redeemed during the "Investment Company Event Redemption Price"). If Debentures are only partly redeemed pursuant to this Section 3.1(b)12-month period: Beginning December 15, Debentures shall be redeemed pro rata or by lot or by any other method utilized by the Trustee. The Investment Company Event Redemption Price shall be paid prior to 3:00 p.m., New York City time, on the date of such redemption or such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Investment Company Event Redemption Price by 10:00 a.m., New York City time, on the date the Investment Company Event Redemption price is to be paid. The "Make-Whole Amount" will be equal to the greater of (i) 100% of the principal amount of the Debentures to be redeemed or (ii) as determined by the Quotation Agent (as defined herein), (a) the sum of the present values of the principal amount and premium payable as part of the Call Price of such Debentures on February 1, 2007, together with the present values of scheduled payments of interest on such Debentures from the redemption date to February 1, ---------------------- ---------- 2006 103.8340% 2007 (the "Remaining Life"), in each case discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of 30 day months) at the Adjusted Treasury Rate less (b) accrued and unpaid interest on such Debentures to the date of redemption.103.4506 2008 103.0672 2009 102.6838 2010 102.3004 2011 101.9170 2012 101.5336 2013 101.1502 2014 100.7668 2015 100.3834 2016 100.0000 2017 100.0000 2018 100.0000 2019 100.0000

Redemption of the Debentures. (a) If, at any time, SECTION 3.1 If a Tax Event should or a Capital Treatment Event shall occur and be continuing, the Company shall have the right to advance the stated maturity of the Debentures right, subject to the minimum extent required, but no earlier than August 1, 2016, such that in the opinion of a nationally recognized independent tax counsel to the Company experienced in such matters, after advancing the maturity date, interest payable receipt by the Company on of prior approval from the Federal Reserve if then required under applicable capital guidelines or policies of the Federal Reserve, to redeem, upon not less than 30 days nor more than 60 days' notice, the Debentures will be deductible for United States federal income tax purposes (the action referred to above being referred to herein as a "Tax Event Maturity Advancement"). Ifin whole or in part, at any time a Tax Event should occur and be continuing, and the Company receives an opinion (a "Redemption Tax Opinion") of a nationally recognized independent tax counsel to the Company experienced in such matters, that, as a result of such Tax Event, there is more than an insubstantial risk that the Company would be precluded from deducting the interest on the Debentures for United States federal income tax purposes, even if a Tax Event Maturity Advancement were effected, the Company shall have the right at any time, within 90 days following the occurrence of such Tax Event or Capital Treatment Event, upon not less than 30 days' nor more than 60 days' notice, to redeem as the Debentures held by the Institutional Trustee, in whole or in part, for cash so long as such Tax Event is continuingcase may be, at par a redemption price equal to 100% of the principal amount to be redeemed plus any accrued and but unpaid interest thereon to the date of such redemption (the "Tax Event Redemption Price"), provided that (i) if at the time there is available to the Company or the Trust the opportunity to eliminate, within the 90 Day Period and before any such notice is given, the adverse effects of such Tax Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure which has no adverse effect on the Company, the Trust or the holders of the Securities and (ii) such notice has not been given, the Company or the Trust shall pursue such ministerial action in lieu of redemption. If Debentures are only partly partially redeemed pursuant to this Section 3.1(a)3.1, Debentures shall be redeemed pro rata or by lot or by any other method --- ---- utilized by the Trustee. The Tax Event Redemption Price shall be paid prior to 3:00 p.m.11:00 a.m., New York City time, on the date of such redemption or 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 City time, on the date the Redemption Price is to be paid. SECTION 3.2 At any time on or after February 1, 2007, the Company shall have the right, subject to the provisions of Article XIV of the Indenture and to the receipt by the Company of prior approval from the Federal Reserve if then required under applicable capital guidelines or policies of the Federal Reserve, to redeem the Debentures, in whole or in part, from time to time, at the Redemption Price. Any redemption pursuant to this Section 3.2 will be made upon not less than 30 days' nor more than 60 days' notice to the holders of the relevant Debentures. If Debentures are only partially redeemed pursuant to this Section 3.2, Debentures shall be redeemed pro rata or by lot or by any --- ---- other method utilized by the Trustee. The Redemption Price shall be paid prior to 11:00 a.m., New York City time, on the date of such redemption or such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an -------- amount sufficient to pay the Tax Event Redemption Price by 10:00 a.m., New York City time, on the date the Tax Event Redemption Price is to be paid. (b) Upon the occurrence of an Investment Company Event, the Company shall have the right within 90 days following the occurrence of such Investment Company Event, upon . The Debentures are not less than 30 days' nor more than 60 days' notice to redeem the Debentures, in whole or in part, for cash at (i) the Make-Whole Amount, in the case of a redemption upon the occurrence of an Investment Company Event prior to February 1, 2007 or (ii) the Call Price, in the case of a redemption upon the occurrence of an Investment Company Event on or after February 1, 2007, in each case together with accrued and unpaid interest thereon entitled to the date benefit of redemption (the "Investment Company Event Redemption Price"). If Debentures are only partly redeemed pursuant to this Section 3.1(b), Debentures shall be redeemed pro rata or by lot or by any other method utilized by the Trustee. The Investment Company Event Redemption Price shall be paid prior to 3:00 p.m., New York City time, on the date of such redemption or such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Investment Company Event Redemption Price by 10:00 a.m., New York City time, on the date the Investment Company Event Redemption price is to be paid. The "Make-Whole Amount" will be equal to the greater of (i) 100% of the principal amount of the Debentures to be redeemed or (ii) as determined by the Quotation Agent (as defined herein), (a) the sum of the present values of the principal amount and premium payable as part of the Call Price of such Debentures on February 1, 2007, together with the present values of scheduled payments of interest on such Debentures from the redemption date to February 1, 2007 (the "Remaining Life"), in each case discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of 30 day months) at the Adjusted Treasury Rate less (b) accrued and unpaid interest on such Debentures to the date of redemptionsinking fund.

Redemption of the Debentures. (a) If, at any time, SECTION 3.1 If a Tax Event should or a Capital Treatment Event shall occur and be continuing, the Company shall have the right to advance the stated maturity of the Debentures right, subject to the minimum extent required, but no earlier than August 1, 2016, such that in the opinion of a nationally recognized independent tax counsel to the Company experienced in such matters, after advancing the maturity date, interest payable receipt by the Company on of prior approval from the Debentures will be deductible for United States federal income tax purposes (Federal Reserve if then required under applicable capital guidelines or policies of the action referred Federal Reserve, to above being referred to herein as a "Tax Event Maturity Advancement"). If, at any time a Tax Event should occur and be continuing, and the Company receives an opinion (a "Redemption Tax Opinion") of a nationally recognized independent tax counsel to the Company experienced in such matters, that, as a result of such Tax Event, there is more than an insubstantial risk that the Company would be precluded from deducting the interest on the Debentures for United States federal income tax purposes, even if a Tax Event Maturity Advancement were effected, the Company shall have the right at any time, within 90 days following the occurrence of such Tax Eventredeem, upon not less than 30 days' nor more than 60 days' notice, to redeem the Debentures held by the Institutional Trustee, in whole or in part, for cash so long as at any time, within 90 days following the occurrence of such Tax Event is continuingor Capital Treatment Event, as the case may be, at par a redemption price equal to 100% of the principal amount to be redeemed plus any accrued and but unpaid interest thereon to the date of such redemption (the "Tax Event Redemption Price"), provided that (i) if at the time there is available to the Company or the Trust the opportunity to eliminate, within the 90 Day Period and before any such notice is given, the adverse effects of such Tax Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure which has no adverse effect on the Company, the Trust or the holders of the Securities and (ii) such notice has not been given, the Company or the Trust shall pursue such ministerial action in lieu of redemption. If Debentures are only partly partially redeemed pursuant to this Section 3.1(a)3.1, Debentures shall be redeemed pro rata or by lot or by any other method utilized by the Trustee. The Tax Event Redemption Price shall be paid prior to 3:00 p.m.11:00 a.m., New York City time, on the date of such redemption or such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Tax Event Redemption Price by 10:00 a.m., New York City time, on the date the Tax Event Redemption Price is to be paid. (b) Upon the occurrence of an Investment Company EventSECTION 3.2 At any time on or after February 1, 2007, the Company shall have the right within 90 days following right, subject to the occurrence provisions of such Investment Article XIV of the Indenture and to the receipt by the Company Eventof prior approval from the Federal Reserve if then required under applicable capital guidelines or policies of the Federal Reserve, to redeem the Debentures, in whole or in part, from time to time, at the Redemption Price. Any redemption pursuant to this Section 3.2 will be made upon not less than 30 days' nor more than 60 days' notice to redeem the holders of the relevant Debentures, in whole or in part, for cash at (i) the Make-Whole Amount, in the case of a redemption upon the occurrence of an Investment Company Event prior to February 1, 2007 or (ii) the Call Price, in the case of a redemption upon the occurrence of an Investment Company Event on or after February 1, 2007, in each case together with accrued and unpaid interest thereon to the date of redemption (the "Investment Company Event Redemption Price"). If Debentures are only partly partially redeemed pursuant to this Section 3.1(b)3.2, Debentures shall be redeemed pro rata or by lot or by any other method utilized by the Trustee. The Investment Company Event Redemption Price shall be paid prior to 3:00 p.m.11:00 a.m., New York City time, on the date of such redemption or such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Investment Company Event Redemption Price by 10:00 a.m., New York City time, on the date the Investment Company Event Redemption price Price is to be paid. The "Make-Whole Amount" will be equal Debentures are not entitled to the greater benefit of (i) 100% of the principal amount of the Debentures to be redeemed or (ii) as determined by the Quotation Agent (as defined herein), (a) the sum of the present values of the principal amount and premium payable as part of the Call Price of such Debentures on February 1, 2007, together with the present values of scheduled payments of interest on such Debentures from the redemption date to February 1, 2007 (the "Remaining Life"), in each case discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of 30 day months) at the Adjusted Treasury Rate less (b) accrued and unpaid interest on such Debentures to the date of redemptionany sinking fund.

Redemption of the Debentures. (a) If, at any time, SECTION 3.1 If a Tax Event should occur with respect to the Trust has occurred and be continuingis continuing and the Company has received a Redemption Tax Opinion then, subject to the receipt of prior approval by the Federal Reserve if then required under applicable capital guidelines or policies of the Federal Reserve, the Company shall have the right to advance the stated maturity of the Debentures to the minimum extent required, but no earlier than August 1, 2016, such that in the opinion of a nationally recognized independent tax counsel to the Company experienced in such matters, after advancing the maturity date, interest payable by the Company on the Debentures will be deductible for United States federal income tax purposes (the action referred to above being referred to herein as a "Tax Event Maturity Advancement"). If, at any time a Tax Event should occur and be continuing, and the Company receives an opinion (a "Redemption Tax Opinion") of a nationally recognized independent tax counsel to the Company experienced in such matters, that, as a result of such Tax Event, there is more than an insubstantial risk that the Company would be precluded from deducting the interest on the Debentures for United States federal income tax purposes, even if a Tax Event Maturity Advancement were effected, the Company shall have the right at any time, within 90 days following the occurrence of such Tax Event, upon not less than 30 days' days nor more than 60 days' notice, notice to redeem the Debentures held by the Institutional Trustee, in whole or in part, for cash so long as such within 90 days following the occurrence of the Tax Event is continuing, (the "90 Day Period") at par 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 (the "Tax Event Redemption Price"), provided that if (i) if at the time there is available to the Company or the Trust the opportunity to eliminate, within the 90 Day Period and before any such notice is givenPeriod, the adverse effects of such Tax Event by taking some ministerial actionaction ("Ministerial Action"), such as filing a form or making an election, or pursuing some other similar reasonable measure which has no adverse effect on the Company, the Trust or the holders of the Trust Securities and (ii) such notice has not been given, the Company or the Trust shall pursue such ministerial action Ministerial Action in lieu of redemption. If , and, provided, further, that the Company shall have no right to redeem such Debentures are only partly redeemed while the Trust is pursuing any Ministerial Action pursuant to this Section 3.1(a), Debentures shall be redeemed pro rata or by lot or by any other method utilized by its obligations under the TrusteeDeclaration. The Tax Event Redemption Price shall be paid prior to 3:00 p.m.11:00 a.m., New York City time, on the date of such redemption or such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Tax Event Redemption Price by 10:00 a.m., New York City time, on the date the Tax Event Redemption Price is to be paid. (b) Upon SECTION 3.2 Subject to the occurrence provisions of an Investment Company EventArticle XIV of the Indenture and the receipt of prior approval by the Federal Reserve if then required under applicable guidelines or policies of the Federal Reserve, and in addition to the rights set forth in Section 3.1 of this First Supplemental Indenture, except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right within 90 days following the occurrence of such Investment Company Event, upon not less than 30 days' nor more than 60 days' notice to redeem the Debentures, in whole or in part, for cash at (i) the Make-Whole Amountfrom time to time, in the case of a redemption upon the occurrence of an Investment Company Event prior to February 1, 2007 or (ii) the Call Price, in the case of a redemption upon the occurrence of an Investment Company Event on or after February December 1, 20072006, in each case together with at call prices (expressed as a percentage of principal amount per Debenture being redeemed) specified below (the "Call Prices") plus any accrued and unpaid interest thereon to the date of such redemption: If redeemed during the 12-month period: beginning December 1, Call Price ------------------------- -------------- 2006 103.5820% 2007 103.2238 2008 102.8656 2009 102.5074 2010 102.1492 2011 101.7910 2012 101.4328 2013 101.0746 2014 100.7164 2015 100.3582 2016 100 2017 100 2018 100 2019 100 2020 100 2021 100 beginning December 1, Call Price ------------------------- -------------- 2022 100 2023 100 2024 100 2025 100 Any redemption (pursuant to this paragraph will be made upon not less than 30 days nor more than 60 days' notice to the "Investment Company Event Redemption Price")holder of the Debentures, at the Call Price plus any accrued and unpaid interest to the date of such redemption. If Debentures are only partly partially redeemed pursuant to this Section 3.1(b)3.2, Debentures shall be redeemed pro rata or by lot or by any other method utilized by the Trustee. The Investment Company Event Redemption Call Price (plus accrued and unpaid interest, if any) shall be paid prior to 3:00 p.m.11:00 a.m., New York City 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 Investment Company Event Redemption Call Price (plus accrued and unpaid interest, if any) by 10:00 a.m., New York City time, on the date the Investment Company Event Redemption price such Call Price is to be paid. The "Make-Whole Amount" will be equal Debentures are not entitled to the greater benefit of (i) 100% of the principal amount of the Debentures to be redeemed or (ii) as determined by the Quotation Agent (as defined herein), (a) the sum of the present values of the principal amount and premium payable as part of the Call Price of such Debentures on February 1, 2007, together with the present values of scheduled payments of interest on such Debentures from the redemption date to February 1, 2007 (the "Remaining Life"), in each case discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of 30 day months) at the Adjusted Treasury Rate less (b) accrued and unpaid interest on such Debentures to the date of redemptionany sinking fund.