Common use of Redemption Terms Clause in Contracts

Redemption Terms. (i) On June 30, 2018 (the “Initial Redemption Date”) and on any Class B Payment Date falling on or after the Initial Redemption Date, the Class B Preferred Securities shall be redeemable at the option of the Company, in whole but not in part, at a redemption price per Class B Preferred Security equal to the Class B Liquidation Preference Amount, plus any accrued and unpaid Capital Payments in respect of the then current Class B Payment Period to but excluding the date of redemption (the “Class B Redemption Date”), plus, in respect of the Upper Tier 2 Percentage of the Class B Preferred Securities, all outstanding Arrears of Payments, if any, on such portions, plus Additional Amounts, if any, on such portion (the sum of which is the “Redemption Price”), provided that, the Company may exercise its right to redeem the Class B Preferred Securities only if (A) the Company has given 30 calendar days’ prior notice (or such longer period as may be required by the relevant regulatory authorities) to the Class B Preferred Securityholders of its intention to redeem the Class B Preferred Securities on the Class B Redemption Date and (B) the Company has obtained any required regulatory approvals. (ii) The Company shall have the right, upon the occurrence of a Company Special Redemption Event, to redeem the Class B Preferred Securities at any time upon at least 30 calendar days’ prior notice, in whole but not in part, at the Redemption Price, subject to the Company having obtained any required regulatory approvals. (iii) In the event that payment of the Redemption Price in respect of any Class B Preferred Securities is improperly withheld or refused and not paid, Capital Payments on such Class B Preferred Securities shall continue to accrue at the Stated Rate from the designated Class B Redemption Date to the date of actual payment of the Redemption Price, in which case the actual payment date shall be considered the Class B Redemption Date for purposes of calculating the Redemption Price. (iv) No redemption of the Class B Preferred Securities shall take place for any reason unless on the Class B Redemption Date (i) the Company has an amount of cash funds (by reason of payments on the Obligations or the Class B Preferred Guarantee) at least equal to the Redemption Price, plus Additional Amounts, if any, (ii) the Company has an amount of Operating Profits for the current Class B Payment Period at least equal to the Capital Payments on the Class B Preferred Securities and Arrears of Payments, if applicable, accrued and unpaid as of the Class B Redemption Date, plus Additional Amounts, if any, (iii) the Bank has an amount of Distributable Profits for the preceding fiscal year of the Bank for which audited unconsolidated financial statements are available at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, plus the aggregate amount of Capital Payments (including any Arrears of Payments) on the Class B Preferred Securities theretofore paid, plus any Additional Amounts plus (x) if the Upper Tier 2 Percentage of the Class B Preferred Securities exceeds zero, capital payments payable on Parity Capital Securities and Preferred Tier 1 Capital Securities, or (y) if the Upper Tier 2 Percentage of the Class B Preferred Securities is zero, capital payments or dividends payable on any Preferred Tier 1 Securities, if any, in each case on the basis of Distributable Profits for such preceding year, and (iv) no order of the BaFin (or any other relevant regulatory authority) is in effect prohibiting the Bank from making any distribution of profits (including to the holders of Preferred Tier 1 Securities, if any). No redemption of Class B Preferred Securities, whether on a Class B Payment Date, on or after the Initial Redemption Date or upon the occurrence of a Company Special Redemption Event, shall require the vote or consent of any of the Class B Preferred Securityholders.

Redemption Terms. (i) On June 30______ ___, 2018 (the 200___(the “Initial Redemption Date”) and on any Class B Payment Date falling on or after the Initial Redemption Date, the Class B Preferred Securities shall be redeemable at the option of the Company, in whole but not in part, at a redemption price per Class B Preferred Security equal to the Class B Liquidation Preference Amount, plus any accrued and unpaid Capital Payments in respect of the then current Class B Payment Period to but excluding the date of redemption (the “Class B Redemption Date”), plus, in respect of the Upper Tier 2 Percentage of the Class B Preferred Securities, all outstanding Arrears of Payments, if any, on such portions, plus Additional Amounts, if any, on such portion any (the sum of which is the “Redemption Price”), provided that, the Company may exercise its right to redeem the Class B Preferred Securities only if (A) the Company has given 30 calendar days’ prior notice (or such longer period as may be required by the relevant regulatory authorities) to the Class B Preferred Securityholders of its intention to redeem the Class B Preferred Securities on the Class B Redemption Date and (B) the Company has obtained any required regulatory approvals. (ii) The Company shall have the right, right upon the occurrence of a Company Special Redemption Event, to redeem the Class B Preferred Securities at any time upon at least 30 calendar days’ prior notice, in whole but not in part, at the Redemption Price, subject to the Company having obtained any required regulatory approvals. (iii) In the event that payment of the Redemption Price in respect of any Class B Preferred Securities is improperly withheld or refused and not paid, Capital Payments on such Class B Preferred Securities shall continue to accrue at the Stated Rate from the designated Class B Redemption Date to the date of actual payment of the Redemption Price, in which case the actual payment date shall be considered the Class B Redemption Date for purposes of calculating the Redemption Price. (iv) No redemption of the Class B Preferred Securities shall take place for any reason unless on the Class B Redemption Date (i) the Company has an amount of cash funds (by reason of payments on the Obligations or the Class B Preferred Guarantee) at least equal to the Redemption Price, plus Additional Amounts, if any, (ii) the Company has an amount of Operating Profits for the current Class B Payment Period at least equal to the Capital Payments on the Class B Preferred Securities and Arrears of Payments, if applicable, accrued and unpaid as of the Class B Redemption Date, plus Additional Amounts, if any, and (iii) the Bank has an amount of Distributable Profits for the preceding fiscal year of the Bank for which audited unconsolidated financial statements are available at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, plus Additional Amounts, if any, plus the aggregate amount of Capital Payments (including any Arrears of Payments) on the Class B Preferred Securities theretofore paid, plus any Additional Amounts plus (x) if the Upper Tier 2 Percentage of the Class B Preferred Securities exceeds zero, capital payments payable on Parity Capital Securities and Preferred Tier 1 Capital Securities, or (y) if the Upper Tier 2 Percentage of the Class B Preferred Securities is zero, capital payments or dividends payable on any Preferred Tier 1 I Securities, if any, in each case pro rata, on the basis of Distributable Profits for such preceding fiscal year, and (iv) no order of the BaFin (or any other relevant regulatory authority) is in effect prohibiting the Bank from making any distribution of profits (including to the holders of Preferred Tier 1 I Securities, if anyany such Preferred Tier I Securities are then outstanding). No redemption of Class B Preferred Securities, whether on a Class B Payment Date, on or after the Initial Redemption Date or upon the occurrence of a Company Special Redemption Event, shall require the vote or consent of any of the Class B Preferred Securityholders.

Redemption Terms. (i) On June 30, 2018 [ ] (the “Initial Redemption Date”) and on any Class B Payment Date falling on or after the Initial Redemption Date, the Class B Preferred Securities shall be redeemable at the option of the Company, in whole but not in part, at a redemption price per Class B Preferred Security equal to the Class B Liquidation Preference Amount, plus any accrued and unpaid Capital Payments in respect of the then current Class B Payment Period to but excluding the date of redemption (the “Class B Redemption Date”), plus, in respect of the Upper Tier 2 Percentage of the Class B Preferred Securities, all outstanding Arrears of Payments, if any, on such portions, plus Additional Amounts, if any, on such portion any (the sum of which is the “Redemption Price”), provided that, the Company may exercise its right to redeem the Class B Preferred Securities only if (A) the Company has given 30 calendar days’ prior notice (or such longer period as may be required by the relevant regulatory authorities) to the Class B Preferred Securityholders of its intention to redeem the Class B Preferred Securities on the Class B Redemption Date and (B) the Company has obtained any required regulatory approvals. (ii) The Company shall have the right, upon the occurrence of a Company Special Redemption Event, to redeem the Class B Preferred Securities at any time upon at least 30 calendar days’ prior notice, in whole but not in part, at the Redemption Price, subject to the Company having obtained any required regulatory approvals. (iii) In the event that payment of the Redemption Price in respect of any Class B Preferred Securities is improperly withheld or refused and not paid, Capital Payments on such Class B Preferred Securities shall continue to accrue at the Stated Rate from the designated Class B Redemption Date to the date of actual payment of the Redemption Price, in which case the actual payment date shall be considered the Class B Redemption Date for purposes of calculating the Redemption Price. (iv) No redemption of the Class B Preferred Securities shall take place for any reason unless on the Class B Redemption Date (i) the Company has an amount of cash funds (by reason of payments on the Obligations or the Class B Preferred Guarantee) at least equal to the Redemption Price, plus Additional Amounts, if any, (ii) the Company has an amount of Operating Profits for the current Class B Payment Period at least equal to the Capital Payments on the Class B Preferred Securities and Arrears of Payments, if applicable, accrued and unpaid as of the Class B Redemption Date, plus Additional Amounts, if any, (iii) the Bank has an amount of Distributable Profits (for the preceding fiscal year of the Bank for which audited unconsolidated financial statements are available available) at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, plus the aggregate amount of Capital Payments (including any Arrears of Payments) on the Class B Preferred Securities theretofore paid, plus any Additional Amounts plus (x) Amounts, if the Upper Tier 2 Percentage of the Class B Preferred Securities exceeds zeroany, capital payments payable on Parity Capital Securities and Preferred Tier 1 Capital Securities, or (y) if the Upper Tier 2 Percentage of the Class B Preferred Securities is zero, capital payments or dividends payable on any Preferred Tier 1 Securities, if anypro rata, in each case on the basis of Distributable Profits for such preceding fiscal year, and (iv) no order of the BaFin (or any other relevant regulatory authority) is in effect prohibiting the Bank from making any distribution of profits (including to the holders of Preferred Tier 1 Securities, if any). No redemption of Class B Preferred Securities, whether on a Class B Payment Date, on or after the Initial Redemption Date or upon the occurrence of a Company Special Redemption Event, shall require the vote or consent of any of the Class B Preferred Securityholders.

Redemption Terms. (i) On June 30February 20, 2018 (the “Initial Redemption Date”) and on any Class B Payment Date falling on or after the Initial Redemption Date, the Class B Preferred Securities shall be redeemable at the option of the Company, in whole but not in part, at a redemption price per Class B Preferred Security equal to the Class B Liquidation Preference Amount, plus any accrued and unpaid Capital Payments in respect of the then current Class B Payment Period to but excluding the date of redemption (the “Class B Redemption Date”), plus, in respect of the Upper Tier 2 Percentage of the Class B Preferred Securities, all outstanding Arrears of Payments, if any, on such portions, plus Additional Amounts, if any, on such portion (the sum of which is the “Redemption Price”), provided that, the Company may exercise its right to redeem the Class B Preferred Securities only if (A) the Company has given 30 calendar days’ prior notice (or such longer period as may be required by the relevant regulatory authorities) to the Class B Preferred Securityholders of its intention to redeem the Class B Preferred Securities on the Class B Redemption Date and (B) the Company has obtained any required regulatory approvals. (ii) The Company shall have the right, upon the occurrence of a Company Special Redemption Event, to redeem the Class B Preferred Securities at any time upon at least 30 calendar days’ prior notice, in whole but not in part, at the Redemption Price, subject to the Company having obtained any required regulatory approvals. (iii) In the event that payment of the Redemption Price in respect of any Class B Preferred Securities is improperly withheld or refused and not paid, Capital Payments on such Class B Preferred Securities shall continue to accrue at the Stated Rate from the designated Class B Redemption Date to the date of actual payment of the Redemption Price, in which case the actual payment date shall be considered the Class B Redemption Date for purposes of calculating the Redemption Price. (iv) No redemption of the Class B Preferred Securities shall take place for any reason unless on the Class B Redemption Date (i) the Company has an amount of cash funds (by reason of payments on the Obligations or the Class B Preferred Guarantee) at least equal to the Redemption Price, plus Additional Amounts, if any, (ii) the Company has an amount of Operating Profits for the current Class B Payment Period at least equal to the Capital Payments on the Class B Preferred Securities and Arrears of Payments, if applicable, accrued and unpaid as of the Class B Redemption Date, plus Additional Amounts, if any, (iii) the Bank has an amount of Distributable Profits for the preceding fiscal year of the Bank for which audited unconsolidated financial statements are available at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, plus the aggregate amount of Capital Payments (including any Arrears of Payments) on the Class B Preferred Securities theretofore paid, plus any Additional Amounts plus (x) if the Upper Tier 2 Percentage of the Class B Preferred Securities exceeds zero, capital payments payable on Parity Capital Securities and Preferred Tier 1 Capital Securities, or (y) if the Upper Tier 2 Percentage of the Class B Preferred Securities is zero, capital payments or dividends payable on any Preferred Tier 1 Securities, if any, in each case on the basis of Distributable Profits for such preceding year, Securities and (iv) no order of the BaFin (or any other relevant regulatory authority) is in effect prohibiting the Bank from making any distribution of profits (including to the holders of Preferred Tier 1 Securities, if any). No redemption of Class B Preferred Securities, whether on a Class B Payment Date, on or after the Initial Redemption Date or upon the occurrence of a Company Special Redemption Event, shall require the vote or consent of any of the Class B Preferred Securityholders.

Redemption Terms. (i) On June 30December 15, 2018 2012 (the “Initial Redemption Date”) and on any Class B Payment Date falling on or after the Initial Redemption Date, the Class B Preferred Securities shall be redeemable at the option of the Company, in whole but not in part, at a redemption price per Class B Preferred Security equal to the Class B Liquidation Preference Amount, plus any accrued and unpaid Capital Payments in respect of the then current Class B Payment Period to but excluding the date of redemption (the “Class B Redemption Date”), plus, in respect of the Upper Tier 2 Percentage of the Class B Preferred Securities, all outstanding Arrears of Payments, if any, on such portions, plus Additional Amounts, if any, on such portion any (the sum of which is the “Redemption Price”), provided that, the Company may exercise its right to redeem the Class B Preferred Securities only if (A) the Company has given 30 calendar days’ prior notice (or such longer period as may be required by the relevant regulatory authorities) to the Class B Preferred Securityholders of its intention to redeem the Class B Preferred Securities on the Class B Redemption Date and (B) the Company has obtained any required regulatory approvals. (ii) The Company shall have the right, upon the occurrence of a Company Special Redemption Event, to redeem the Class B Preferred Securities at any time upon at least 30 calendar days’ prior notice, in whole but not in part, at the Redemption Price, subject to the Company having obtained any required regulatory approvals. (iii) In the event that payment of the Redemption Price in respect of any Class B Preferred Securities is improperly withheld or refused and not paid, Capital Payments on such Class B Preferred Securities shall continue to accrue at the Stated Rate from the designated Class B Redemption Date to the date of actual payment of the Redemption Price, in which case the actual payment date shall be considered the Class B Redemption Date for purposes of calculating the Redemption Price. (iv) No redemption of the Class B Preferred Securities shall take place for any reason unless on the Class B Redemption Date (i) the Company has an amount of cash funds (by reason of payments on the Obligations or the Class B Preferred Guarantee) at least equal to the Redemption Price, plus Additional Amounts, if any, (ii) the Company has an amount of Operating Profits for the current Class B Payment Period at least equal to the Capital Payments on the Class B Preferred Securities and Arrears of Payments, if applicable, accrued and unpaid as of the Class B Redemption Date, plus Additional Amounts, if any, and (iii) the Bank has an amount of Distributable Profits for the preceding fiscal year of the Bank for which audited unconsolidated financial statements are available at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, plus Additional Amounts, if any, plus the aggregate amount of Capital Payments (including any Arrears of Payments) on the Class B Preferred Securities theretofore paid, plus any Additional Amounts plus (x) if the Upper Tier 2 Percentage of the Class B Preferred Securities exceeds zero, capital payments payable on Parity Capital Securities and Preferred Tier 1 Capital Securities, or (y) if the Upper Tier 2 Percentage of the Class B Preferred Securities is zero, capital payments or dividends payable on any Preferred Tier 1 Securities, if any, in each case pro rata, on the basis of Distributable Profits for such preceding fiscal year, and (iv) no order of the BaFin (or any other relevant regulatory authority) is in effect prohibiting the Bank from making any distribution of profits (including to the holders of Preferred Tier 1 Securities, if anyany such Preferred Tier 1 Securities are then outstanding). No redemption of Class B Preferred Securities, whether on a Class B Payment Date, on or after the Initial Redemption Date or upon the occurrence of a Company Special Redemption Event, shall require the vote or consent of any of the Class B Preferred Securityholders.

Redemption Terms. (i) On June or after September 30, 2018 (the “Initial Redemption Date”) and on any Class B Payment Date falling on or after the Initial Redemption Date2008, the Class B Preferred Securities shall be redeemable at the option of the Company, in whole but not or in part, subject to prior approval of the Guarantor and the Dutch Central Bank, if such approval is required at the time of redemption, at a redemption price of $25.00 per Class B Preferred Security equal to the Class B Liquidation Preference Amount, plus any accrued and unpaid Capital Payments in respect of the then current Class B Payment Period to but excluding the date of redemption (the “Class B Redemption Date”), plus, in respect of the Upper Tier 2 Percentage of the Class B Preferred Securities, all outstanding Arrears of Payments, if any, on such portionsSecurity, plus Additional Amounts, if any, on such portion plus any accumulated and unpaid dividends for the then current Dividend Period through the date of redemption (the sum of which is the “"Redemption Price”"), provided that, the Company may exercise its right to redeem the Class B Preferred Securities only if (A) the Company has given 30 calendar days’ prior notice (or such longer period as may be required by the relevant regulatory authorities) to the Class B Preferred Securityholders of its intention to redeem the Class B Preferred Securities on the Class B Redemption Date and (B) the Company has obtained any required regulatory approvals. (ii) If fewer than all the outstanding Preferred Securities are to be redeemed, then the number of Preferred Securities to be redeemed shall be determined by the Board of Directors, and the securities to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors in its sole discretion to be equitable, provided, that such method satisfies any applicable requirements of any securities exchange on which the Preferred Securities or any Trust Preferred Securities may then be listed and, if the Preferred Securities or Trust Preferred Securities are then held by DTC or its nominee in the form of a global security, any applicable requirements of DTC. The Company shall promptly notify the Registrar and Transfer Agent for the Preferred Securities in writing of the Preferred Securities selected for partial redemption and, in the case of any Preferred Securities selected for partial redemption, the liquidation preference thereof to be redeemed. (iii) Upon the occurrence of a Special Redemption Event, the Company shall have the right, upon the occurrence of a Company Special Redemption Event, right to redeem the Class B Preferred Securities at any time upon at least 30 calendar days’ prior notice, in whole (but not in part), at any time, subject to prior approval of the Guarantor and the Dutch Central Bank, if such approval is required at the time of redemption, at the Redemption Price, subject to the Company having obtained any required regulatory approvals. (iiiiv) In the event that payment of the Redemption Price in respect of any Class B Preferred Securities is improperly withheld or refused and not paidpaid either by the Company or by the Guarantor pursuant to the LLC Guarantee, Capital Payments dividends on such Class B Preferred Securities Securities, shall continue to accrue at the Stated Rate accumulate from the designated Class B Redemption Date date fixed for redemption to the date of actual payment of the such Redemption Price, in which case the actual payment date shall be considered the Class B Redemption Date for purposes of calculating the Redemption Price. (iv) No . Any redemption of the Class B Preferred Securities shall take place for any reason unless on the Class B Redemption Date (i) the Company has an amount of cash funds (by reason of payments on the Obligations or the Class B Preferred Guarantee) at least equal to the Redemption Price, plus Additional Amounts, if any, (ii) the Company has an amount of Operating Profits for the current Class B Payment Period at least equal to the Capital Payments on the Class B Preferred Securities and Arrears of Payments, if applicable, accrued and unpaid as of the Class B Redemption Date, plus Additional Amounts, if any, (iii) the Bank has an amount of Distributable Profits for the preceding fiscal year of the Bank for which audited unconsolidated financial statements are available at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, plus the aggregate amount of Capital Payments (including any Arrears of Payments) on the Class B Preferred Securities theretofore paid, plus any Additional Amounts plus (x) if the Upper Tier 2 Percentage of the Class B Preferred Securities exceeds zero, capital payments payable on Parity Capital Securities and Preferred Tier 1 Capital Securities, or (y) if the Upper Tier 2 Percentage of the Class B Preferred Securities is zero, capital payments or dividends payable on any Preferred Tier 1 Securities, if any, in each case on the basis of Distributable Profits for such preceding year, and (iv) no order of the BaFin (or any other relevant regulatory authority) is in effect prohibiting the Bank from making any distribution of profits (including to the holders of Preferred Tier 1 Securities, if any). No redemption of Class B Preferred Securities, whether on a Class B Payment Date, on or after at the Initial Redemption Date option of the Company or upon the occurrence of a Company Special Redemption Event, shall not require the vote or consent of any of the Class B Preferred SecurityholdersSecurityholders and may be effected only with the prior approval of the Guarantor and the Dutch Central Bank, if required.

Redemption Terms. (i) The Series A Preferred Securities shall not be redeemable prior to December 5, 2007 (except upon the occurrence of a Regulatory Event as provided in Section 7.3(d)(iii)). On June 30, 2018 (the “Initial Redemption Date”) and on any Class B Payment Date falling on or after the Initial Redemption Datesuch date, the Class B Series A Preferred Securities shall be redeemable at the option of the Company, in whole but not or in part, at any time or from time to time (except during a Shift Period following the payment by the Company of a Special Dividend to the Common Securityholder pursuant to Section 7.3(c)(ii)) on not less than 30 nor more than 60 days' notice by mail, at a redemption price of $10,000 per Class B Preferred Security equal security, plus unpaid dividends thereon for the then-current Series A Dividend Period to the Class B Liquidation Preference Amount, plus Redemption Date and any accrued declared and unpaid Capital Payments dividends in respect of the then current Class B Payment Period prior Series A Dividend Periods, without interest, but without accumulation of any undeclared and unpaid dividends for any prior Series A Dividend Period. Any such redemption is subject to but excluding the date of redemption (the “Class B Redemption Date”), plus, in respect applicable regulatory and other requirements including receipt of the Upper Tier 2 Percentage prior approval of the Class B General Secretariat of the French Banking Commission. If the Company has sufficient funds to pay dividends on any Series A Preferred Securities but dividends are unpaid, no Series A Preferred Securities shall be redeemed unless all outstanding Series A Preferred Securities are redeemed and the Company shall not purchase or otherwise acquire any Series A Preferred Securities; provided, all outstanding Arrears of Paymentshowever, if any, on such portions, plus Additional Amounts, if any, on such portion (the sum of which is the “Redemption Price”), provided that, that the Company may exercise its right to redeem the Class B purchase or acquire Series A Preferred Securities only if (A) the Company has given 30 calendar days’ prior notice (pursuant to a purchase or such longer period as may be required by the relevant regulatory authorities) to the Class B Preferred Securityholders of its intention to redeem the Class B Preferred Securities exchange offer made on the Class B Redemption Date and (B) the Company has obtained any required regulatory approvalssame terms to all Preferred Securityholders. (ii) In the event that fewer than all of the outstanding Series A Preferred Securities are to be redeemed, the number of Series A Preferred Securities to be redeemed shall be determined by the Board of Directors, and the securities to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors in its sole discretion to be equitable, provided that such method satisfies any applicable requirements of any securities exchange on which the Series A Preferred Securities may then be listed and, if the Series A Preferred Securities are then held by DTC (or its nominee) in the form of a global security, any applicable requirements of DTC. The Company shall promptly notify the registrar and transfer agent for the Series A Preferred Securities in writing of the Series A Preferred Securities selected for redemption and, in the case of any Series A Preferred Securities selected for partial redemption, the liquidation preference thereof to be redeemed. (A) Except during a Shift Period following the payment by the Company of a Special Dividend to the Common Securityholder pursuant to Section 7.3(c)(ii), the Company will also have the rightright at any time prior to December 5, 2007, upon the occurrence of a Company Special Redemption Regulatory Event, to redeem the Class B Series A Preferred Securities at any time upon at least 30 calendar days’ prior notice, in whole (but not in part, ) at the Redemption Price, subject a redemption price equal to the Company having obtained higher of $10,000 per security or the Make-Whole Amount per security, plus unpaid dividends thereon for the then-current Series A Dividend Period and any required regulatory approvalsdeclared and unpaid dividends in respect of prior Series A Dividend Periods, without interest, but without accumulation of any undeclared and unpaid dividends for any prior Series A Dividend Period. (iiiB) In For purposes of this Section 7.3(d)(iii): the event that payment "Make-Whole Amount" shall be equal to the amount as determined by the Calculation Agent, equal to the sum of the Redemption Price in respect present value of any Class B the liquidation preference of the Series A Preferred Securities is improperly withheld or refused and not paidat December 5, Capital Payments on such Class B Preferred Securities shall continue to accrue at 2007, together with the Stated Rate present values of scheduled non-cumulative dividend payments from the designated Class B Regulatory Event Redemption Date to December 5, 2007 (the date of actual payment of the Redemption Price, in which case the actual payment date shall be considered the Class B Redemption Date for purposes of calculating the Redemption Price. (iv) No redemption of the Class B Preferred Securities shall take place for any reason unless on the Class B Redemption Date (i) the Company has an amount of cash funds (by reason of payments on the Obligations or the Class B Preferred Guarantee) at least equal to the Redemption Price, plus Additional Amounts, if any, (ii) the Company has an amount of Operating Profits for the current Class B Payment Period at least equal to the Capital Payments on the Class B Preferred Securities and Arrears of Payments, if applicable, accrued and unpaid as of the Class B Redemption Date, plus Additional Amounts, if any, (iii) the Bank has an amount of Distributable Profits for the preceding fiscal year of the Bank for which audited unconsolidated financial statements are available at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, plus the aggregate amount of Capital Payments (including any Arrears of Payments) on the Class B Preferred Securities theretofore paid, plus any Additional Amounts plus (x) if the Upper Tier 2 Percentage of the Class B Preferred Securities exceeds zero, capital payments payable on Parity Capital Securities and Preferred Tier 1 Capital Securities, or (y) if the Upper Tier 2 Percentage of the Class B Preferred Securities is zero, capital payments or dividends payable on any Preferred Tier 1 Securities, if any"Remaining Life"), in each case on the basis of Distributable Profits for such preceding year, and (iv) no order of the BaFin (or any other relevant regulatory authority) is in effect prohibiting the Bank from making any distribution of profits (including discounted to the holders of Preferred Tier 1 Securities, if any). No redemption of Class B Preferred Securities, whether Regulatory Event Redemption Date on a Class B Payment Date, on or after semi-annual basis (assuming a 360-day year consisting of 30-day months) at the Initial Redemption Date or upon the occurrence of a Company Special Redemption Event, shall require the vote or consent of any of the Class B Preferred Securityholders.Adjusted Treasury Rate;

Redemption Terms. (i) On June 30August 20, 2018 2012 (the “Initial Redemption Date”) and on any Class B Payment Date falling on or after the Initial Redemption Date, the Class B Preferred Securities shall be redeemable at the option of the Company, in whole but not in part, at a redemption price per Class B Preferred Security equal to the Class B Liquidation Preference Amount, plus any accrued and unpaid Capital Payments in respect of the then current Class B Payment Period to but excluding the date of redemption (the “Class B Redemption Date”), plus, in respect of the Upper Tier 2 Percentage of the Class B Preferred Securities, all outstanding Arrears of Payments, if any, on such portions, plus Additional Amounts, if any, on such portion any (the sum of which is the “Redemption Price”), provided that, the Company may exercise its right to redeem the Class B Preferred Securities only if (A) the Company has given 30 calendar days’ prior notice (or such longer period as may be required by the relevant regulatory authorities) to the Class B Preferred Securityholders of its intention to redeem the Class B Preferred Securities on the Class B Redemption Date and (B) the Company has obtained any required regulatory approvals. (ii) The Company shall have the right, upon the occurrence of a Company Special Redemption Event, to redeem the Class B Preferred Securities at any time upon at least 30 calendar days’ prior notice, in whole but not in part, at the Redemption Price, subject to the Company having obtained any required regulatory approvals. (iii) In the event that payment of the Redemption Price in respect of any Class B Preferred Securities is improperly withheld or refused and not paid, Capital Payments on such Class B Preferred Securities shall continue to accrue at the Stated Rate from the designated Class B Redemption Date to the date of actual payment of the Redemption Price, in which case the actual payment date shall be considered the Class B Redemption Date for purposes of calculating the Redemption Price. (iv) No redemption of the Class B Preferred Securities shall take place for any reason unless on the Class B Redemption Date (i) the Company has an amount of cash funds (by reason of payments on the Obligations or the Class B Preferred Guarantee) at least equal to the Redemption Price, plus Additional Amounts, if any, (ii) the Company has an amount of Operating Profits for the current Class B Payment Period at least equal to the Capital Payments on the Class B Preferred Securities and Arrears of Payments, if applicable, accrued and unpaid as of the Class B Redemption Date, plus Additional Amounts, if any, and (iii) the Bank has an amount of Distributable Profits for the preceding fiscal year of the Bank for which audited unconsolidated financial statements are available at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, plus Additional Amounts, if any, plus the aggregate amount of Capital Payments (including any Arrears of Payments) on the Class B Preferred Securities theretofore paid, plus any Additional Amounts plus (x) if the Upper Tier 2 Percentage of the Class B Preferred Securities exceeds zero, capital payments payable on Parity Capital Securities and Preferred Tier 1 Capital Securities, or (y) if the Upper Tier 2 Percentage of the Class B Preferred Securities is zero, capital payments or dividends payable on any Preferred Tier 1 Securities, if any, in each case pro rata, on the basis of Distributable Profits for such preceding fiscal year, and (iv) no order of the BaFin (or any other relevant regulatory authority) is in effect prohibiting the Bank from making any distribution of profits (including to the holders of Preferred Tier 1 Securities, if anyany such Preferred Tier 1 Securities are then outstanding). No redemption of Class B Preferred Securities, whether on a Class B Payment Date, on or after the Initial Redemption Date or upon the occurrence of a Company Special Redemption Event, shall require the vote or consent of any of the Class B Preferred Securityholders.

Redemption Terms. (i) On June 30May 23, 2018 2017 (the “Initial Redemption Date”) and on any Class B Payment Date falling on or after the Initial Redemption Date, the Class B Preferred Securities shall be redeemable at the option of the Company, in whole but not in part, at a redemption price per Class B Preferred Security equal to the Class B Liquidation Preference Amount, plus any accrued and unpaid Capital Payments in respect of the then current Class B Payment Period to but excluding the date of redemption (the “Class B Redemption Date”), plus, in respect of the Upper Tier 2 Percentage of the Class B Preferred Securities, all outstanding plus Arrears of Payments, if any, on such portions, plus and Additional Amounts, if any, on such portion any (the sum of which is the “Redemption Price”), provided that, the Company may exercise its right to redeem the Class B Preferred Securities only if (A) the Company has given 30 calendar days’ prior notice (or such longer period as may be required by the relevant regulatory authorities) to the Class B Preferred Securityholders of its intention to redeem the Class B Preferred Securities on the Class B Redemption Date and (B) the Company has obtained any required regulatory approvals. (ii) The Company shall have the right, upon the occurrence of a Company Special Redemption Event, to redeem the Class B Preferred Securities at any time upon at least 30 calendar days’ prior notice, in whole but not in part, at the Redemption Price, subject to the Company having obtained any required regulatory approvals. (iii) In the event that payment of the Redemption Price in respect of any Class B Preferred Securities is improperly withheld or refused and not paid, Capital Payments on such Class B Preferred Securities shall continue to accrue at the Stated Rate from the designated Class B Redemption Date to the date of actual payment of the Redemption Price, in which case the actual payment date shall be considered the Class B Redemption Date for purposes of calculating the Redemption Price. (iv) No redemption of the Class B Preferred Securities shall take place for any reason unless on the Class B Redemption Date (i) the Company has an amount of cash funds (by reason of payments on the Obligations or the Class B Preferred Guarantee) at least equal to the Redemption Price, plus Additional Amounts, if any, (ii) the Company has an amount of Operating Profits for the current Class B Payment Period at least equal to the Capital Payments on the Class B Preferred Securities and Arrears of Payments, if applicable, accrued and unpaid as of the Class B Redemption DateDate plus, if the Tier 1 Qualification Date has not occurred, all outstanding Arrears of Payments, if any, plus Additional Amounts, if any, (iii) the Bank has an amount of Distributable Profits for the preceding fiscal year of the Bank for which audited unconsolidated financial statements are available at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, plus, if the Tier 1 Qualification Date has not occurred, all outstanding Arrears of Payments, if any, plus Additional Amounts, if any, plus (x) if the Tier 1 Qualification Date has not occurred, the aggregate amount of Capital Payments (including any Arrears of Payments, if any) on the Class B Preferred Securities theretofore paid, plus any Additional Amounts plus (x) if the Upper Tier 2 Percentage of the Class B Preferred Securities exceeds zero, and capital payments payable on Parity Capital Securities and Preferred Tier 1 Capital Securities, or (y) if the Upper Tier 2 Percentage 1 Qualification Date has occurred, the aggregate amount of Capital Payments on the Class B Preferred Securities is zerotheretofore paid, and capital payments or dividends payable on any Preferred Tier 1 Securities, if any, in each case pro rata, on the basis of Distributable Profits for such preceding fiscal year, and (iv) no order of the BaFin (or any other relevant regulatory authority) is in effect prohibiting the Bank from making any distribution of profits (including to the holders of Preferred Tier 1 Securities, if anyany such Preferred Tier 1 Securities are then outstanding). No redemption of Class B Preferred Securities, whether on a Class B Payment Date, on or after the Initial Redemption Date or upon the occurrence of a Company Special Redemption Event, shall require the vote or consent of any of the Class B Preferred Securityholders.

Redemption Terms. (i) On June 30, 2018 (the “Initial Redemption Date”) and on any The [Class B Payment Date falling on or after the Initial Redemption Date, the Class B B] Preferred Securities shall be redeemable at the option of the Company, in whole but not or in part, at a redemption price per as set forth in the [Class B Preferred Security equal to the Class B Liquidation Preference Amount, plus any accrued and unpaid Capital Payments in respect of the then current Class B Payment Period to but excluding the date of redemption (the “Class B Redemption Date”), plus, in respect of the Upper Tier 2 Percentage of the Class B Preferred Securities, all outstanding Arrears of Payments, if any, on such portions, plus Additional Amounts, if any, on such portion (the sum of which is the “Redemption Price”), provided that, the Company may exercise its right to redeem the Class B Preferred B] Securities only if (A) the Company has given 30 calendar days’ prior notice (or such longer period as may be required by the relevant regulatory authorities) to the Class B Preferred Securityholders of its intention to redeem the Class B Preferred Securities on the Class B Redemption Date and (B) the Company has obtained any required regulatory approvalsCertificates. (ii) If fewer than all the outstanding [Class B] Preferred Securities are to be redeemed, then the number of [Class B] Preferred Securities to be redeemed shall be determined by the Board of Directors, and the securities to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors in its sole discretion to be equitable, provided, that such method satisfies any applicable requirements of any securities exchange on which the [Class B] Preferred Securities or any Trust Preferred Securities may then be listed and, if the [Class B] Preferred Securities or Trust Preferred Securities are then held by DTC or its nominee in the form of a global security, any applicable requirements of DTC. The Company shall promptly notify the Registrar and Transfer Agent for the [Class B] Preferred Securities in writing of the [Class B] Preferred Securities selected for partial redemption and, in the case of any [Class B] Preferred Securities selected for partial redemption, the liquidation preference thereof to be redeemed. (iii) The Company shall have the right, upon the occurrence of a Company Special Redemption Event, to redeem the [Class B B] Preferred Securities at any time upon at least 30 calendar days’ prior noticeSecurities, in whole (but not in part), at any time, at the Redemption Price, subject to the Company having obtained any required regulatory approvals. (iiiiv) In the event that payment of the Redemption Price in respect of any [Class B B] Preferred Securities is improperly withheld or refused and not paidpaid either by the Company or by the Guarantor pursuant to the [Class B] Guarantee, Capital Payments dividends on such [Class B B] Preferred Securities Securities, shall continue to accrue at the Stated Rate accumulate from the designated Class B Redemption Date date fixed for redemption to the date of actual payment of the such Redemption Price, in which case the actual payment date shall be considered the Class B Redemption Date for purposes of calculating the Redemption Price. (iv) No . Any redemption of the [Class B Preferred Securities shall take place for any reason unless on the Class B Redemption Date (i) the Company has an amount of cash funds (by reason of payments on the Obligations or the Class B Preferred Guarantee) at least equal to the Redemption Price, plus Additional Amounts, if any, (ii) the Company has an amount of Operating Profits for the current Class B Payment Period at least equal to the Capital Payments on the Class B Preferred Securities and Arrears of Payments, if applicable, accrued and unpaid as of the Class B Redemption Date, plus Additional Amounts, if any, (iii) the Bank has an amount of Distributable Profits for the preceding fiscal year of the Bank for which audited unconsolidated financial statements are available at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, plus the aggregate amount of Capital Payments (including any Arrears of Payments) on the Class B Preferred Securities theretofore paid, plus any Additional Amounts plus (x) if the Upper Tier 2 Percentage of the Class B Preferred Securities exceeds zero, capital payments payable on Parity Capital Securities and Preferred Tier 1 Capital Securities, or (y) if the Upper Tier 2 Percentage of the Class B Preferred Securities is zero, capital payments or dividends payable on any Preferred Tier 1 Securities, if any, in each case on the basis of Distributable Profits for such preceding year, and (iv) no order of the BaFin (or any other relevant regulatory authority) is in effect prohibiting the Bank from making any distribution of profits (including to the holders of Preferred Tier 1 Securities, if any). No redemption of Class B B] Preferred Securities, whether on a Class B Payment Date, on or after at the Initial Redemption Date option of the Company or upon the occurrence of a Company Special Redemption Event, shall not require the vote or consent of any of the [Class B B] Preferred SecurityholdersSecurityholders and may be effected only with the prior approval of the Guarantor and the Dutch Central Bank, if required.