Common use of Special Event Redemption Clause in Contracts

Special Event Redemption. Subject to the Company having received prior regulatory approval, if then required under applicable capital guidelines or regulatory policies, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3, the Company shall have the right upon not less than 30 days nor more than 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreement. The Redemption Price shall be paid prior to 12:00 noon, New York 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 time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the Federal Reserve, if then required under the applicable capital guidelines guidelines, policies or regulatory policiesregulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 days nor more than 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreement. The Redemption Price shall be paid prior to 12:00 noon, New York 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 time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the Federal Reserve, if then required under the applicable capital guidelines guidelines, policies or regulatory policiesregulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 days days' nor more than 60 days days' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures pursuant to this Section 3.2 while the Trust it is pursuing any Ministerial Action pursuant to its obligations under hereunder, and, provided further, that, if it is determined that the Trust Agreementtaking of a Ministerial Action would not eliminate the Tax Event within the 180 Day Period, the Company's right to redeem the Debentures pursuant to this Section 3.2 shall be restored and it shall have no further obligations to pursue the Ministerial Action. The Redemption Price shall be paid prior to 12:00 noon, New York 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 time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the Federal Reserve, if then required under the applicable capital guidelines guidelines, policies or regulatory policiesregulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 days days' nor more than 60 days days' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Redemption Price"), provided PROVIDED that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided furtherPROVIDED FURTHER, that the Company shall have no right to redeem the Debentures pursuant to this Section 3.2 while the Trust it is pursuing any Ministerial Action pursuant to its obligations under hereunder, and, PROVIDED FURTHER, that, if it is determined that the Trust Agreementtaking of a Ministerial Action would not eliminate the Tax Event within the 180 Day Period, the Company's right to redeem the Debentures pursuant to this Section 3.2 shall be restored and it shall have no further obligations to pursue the Ministerial Action. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or 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.

Special Event Redemption. Subject If, prior to the Company having received prior regulatory approvalJune 30, if then required under applicable capital guidelines or regulatory policies2007, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.2(a) but subject to Section 3.2(b), the Company shall have the right upon not less than 30 days days' nor more than 60 days days' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") at a redemption price equal to 100% One Hundred Three Percent (103%) of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "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 Trustee, the Trust or the holders of the Trust Securities issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreement. The Redemption Price shall be paid prior to 12:00 noon, New York 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 time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the Federal Reserve, if then required under the applicable capital guidelines guidelines, policies or regulatory policiesregulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 days thirty (30) days' nor more than 60 days sixty (60) days' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures pursuant to this Section 3.2 while the Trust it is pursuing any Ministerial Action pursuant to its obligations under hereunder, and, provided further, that, if it is determined that the Trust Agreementtaking of a Ministerial Action would not eliminate the Tax Event within the 180 Day Period, the Company's right to redeem the Debentures pursuant to this Section 3.2 shall be restored and it shall have no further obligations to pursue the Ministerial Action. The Redemption Price shall be paid prior to 12:00 noon, New York 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 time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the Federal Reserve, if then required under the applicable capital guidelines or regulatory policiespolicies of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3, the Company shall have the right upon not less than 30 days nor more than 60 days notice to the holders Holders of the Junior Subordinated Debentures to redeem the Junior Subordinated Debentures, in whole but not in part, for cash within 180 90 days following the occurrence of such Special Event (the "18090-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 18090-Day Period, a the Tax Event by taking some ministerial action (a "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 Holders of the Trust Securities issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided provided, further, that the Company shall have no right to redeem the Junior Subordinated Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreement. 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 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.

Special Event Redemption. Subject to the Company having received prior regulatory approval, if then required under applicable capital guidelines or regulatory policies, if If a Special Event (as defined below) has occurred and is continuing, continuing then, notwithstanding Section 3.33.2(a) but subject to Section 3.2(b), the Company shall have the right upon not less than 30 days nor more than 60 days notice to the holders Holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 90 days following the occurrence of such Special Event (the "180-90 Day Period") at a 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 (the "Redemption Price"); provided, provided however, that in the case of an occurrence of a Tax Event, if at the time there is available to the Company the opportunity to eliminate, within the 180-90 Day Period, a the Tax Event by taking some ministerial action (a "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 Holders of the Trust Securities issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided provided, further, that the Company shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust AgreementDeclaration. 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.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the Federal Reserve, if then required under the applicable capital guidelines or regulatory policiespolicies of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3, the Company shall have the right upon not less than 30 days nor more than 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures while the Trust it is pursuing any Ministerial Action pursuant to its obligations under hereunder, and, provided further, that, if it is determined that the Trust Agreementtaking of a Ministerial Action would not eliminate the Tax Event within the 180-Day Period, the Company's right to redeem the Debentures shall be restored and it shall have no further obligations to pursue the Ministerial Action. The Redemption Price shall be paid prior to 12:00 noon, New York 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 time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the Federal Reserve, if then required under the applicable capital guidelines or regulatory policiespolicies of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 days nor more than 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreement. The Redemption Price shall be paid prior to 12:00 noon, New York 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 time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the Federal Reserve, if then required under the applicable capital guidelines or regulatory policiespolicies of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.03, the Company shall have the right upon not less than 30 days days' nor more than 60 days days' notice to the holders Holders of the Junior Subordinated Debentures to redeem the Junior Subordinated Debentures, in whole but not in part, for cash within 180 90 days following the occurrence of such Special Event (the "18090-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 18090-Day Period, a the Tax Event by taking some ministerial action (a "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 Holders of the Trust Securities issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided provided, further, that the Company shall have no right to redeem the Junior Subordinated Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under eliminate the Trust AgreementTax Event. 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 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.

Special Event Redemption. Subject to the Company having ------------------------ received the prior regulatory approvalapproval of the Federal Reserve, if then required under the applicable capital guidelines guidelines, policies or regulatory policiesregulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 days thirty (30) days' nor more than 60 days sixty (60) days' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Redemption Price"), ; provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, ; and provided further, further that the Company shall have no right to redeem the Debentures pursuant to this Section 3.2 while the Trust it is pursuing any Ministerial Action pursuant to its obligations under hereunder; and provided further that, if it is determined that the Trust Agreementtaking of a Ministerial Action would not eliminate the Tax Event within the 180 Day Period, then the Company's right to redeem the Debentures pursuant to this Section 3.2 shall be restored and it shall have no further obligations to pursue the Ministerial Action. The Redemption Price shall be paid prior to 12:00 noon, New York 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 time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received prior regulatory approval, if then required under applicable capital guidelines or regulatory policies, if If a Special Event (as defined below) has occurred and is continuing, continuing then, notwithstanding Section 3.3302(a) but subject to Section 302(b), the Company shall have the right upon not less than 30 days nor more than 60 days notice to the holders Holders of the Debentures Notes to redeem the DebenturesNotes, in whole but not in part, for cash within 180 90 days following the occurrence of such Special Event (the "18090-Day Period") at a 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 (the "Redemption Price"); provided, provided however, that in the case of an occurrence of a Tax Event, if at the time there is available to the Company the opportunity to eliminate, within the 18090-Day Period, a the Tax Event by taking some ministerial action (a "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 LLC or the holders of the Company Preferred Securities, the Trust or the Holders of the Trust Preferred Securities issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided provided, further, that the Company shall have no right to redeem the Debentures Notes while the Trust it is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreement. 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.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the Federal Reserve, if then required under the applicable capital guidelines guidelines, policies or regulatory policiesregulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 days days’ nor more than 60 days days’ written notice to the holders of the Debentures to redeem the Debentures, in whole but not or in part, for cash within 180 days following either (i) upon the occurrence of such Special Event (the "“180-Day Period"”) 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 (the "“Redemption Price"”), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "“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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures pursuant to this Section 3.2 while the Trust it is pursuing any Ministerial Action pursuant to its obligations under hereunder, and, provided further, that, if it is determined that the Trust Agreementtaking of a Ministerial Action would not eliminate the Tax Event within the 180-Day Period, the Company’s right to redeem the Debentures pursuant to this Section 3.2 shall be restored and it shall have no further obligations to pursue the Ministerial Action. The Redemption Price shall be paid prior to 12:00 p.m. (noon), New York 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 time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the Federal Reserve, if then required under the applicable capital guidelines or regulatory policiespolicies of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.03, the Company shall have the right upon not less than 30 days days' nor more than 60 days days' notice to the holders Holders of the Junior Subordinated Debentures to redeem the Junior Subordinated Debentures, in whole but not in part, for cash within 180 90 days following the occurrence of such Special Event (the "18090-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 18090-Day Period, a the Tax Event by taking some ministerial action (a "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 Holders of the Trust Securities issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided provided, further, that the Company shall have no right to redeem the Junior Subordinated Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under eliminate the Trust AgreementTax Event. 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 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.

Special Event Redemption. Subject to the Company Corporation having received prior regulatory approval, if then required under applicable capital guidelines or regulatory policies, and subject to any applicable restrictions set forth in the 1995 Notes Indenture for the 1995 Notes on payments other than the payment of interest with respect to Funded Indebtedness (as defined in the 1995 Notes Indenture) at any time the 1995 Notes are outstanding (as defined in the 1995 Notes Indenture), if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3, the Company Corporation shall have the right upon not less than 30 days nor more than 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 90 days following the occurrence of such Special Event (the "18090-Day Period") 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 (the "Redemption Price"), provided that if such Special Event is a Tax Event and at the time there is available to the Company Corporation the opportunity to eliminate, within the 18090-Day Period, a such Tax Event by taking some ministerial action (a "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 CompanyCorporation, the Trust or the holders of the Trust Securities issued by the TrustSecurities, the Company Corporation shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company Corporation shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreement. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or such earlier time as the Company Corporation determines, provided that the Company Corporation 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.

Special Event Redemption. Subject to the Company having received prior regulatory approval, if then required under applicable capital guidelines or regulatory policies, if If a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 days thirty (30) days' nor more than 60 days sixty (60) days' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 one hundred eighty (180) days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures pursuant to this Section 3.2 while the Trust it is pursuing any Ministerial Action pursuant to its obligations under hereunder, and, provided further, that, if it is determined that the Trust Agreementtaking of a Ministerial Action would not eliminate the Tax Event within the 180-Day Period, the Company's right to redeem the Debentures pursuant to this Section 3.2 shall be restored and it shall have no further obligations to pursue the Ministerial Action. The Redemption Price shall be paid prior to 12:00 noon, New York 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 time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the Federal Reserve, if then required under the applicable capital guidelines or regulatory policiespolicies of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 days nor more than 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180A180-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreement. The Redemption Price shall be paid prior to 12:00 noon, New York 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 time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the Federal Reserve, if then required under the applicable capital guidelines guidelines, policies or regulatory policiesregulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 days days' nor more than 60 days days' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures pursuant to this Section 3.2 while the Trust it is pursuing any Ministerial Action pursuant to its obligations under hereunder, and, provided further, that, if it is determined that the Trust Agreementtaking of a Ministerial Action would not eliminate the Tax Event within the 180-Day Period, the Company's right to redeem the Debentures pursuant to this Section 3.2 shall be restored and it shall have no further obligations to pursue the Ministerial Action. The Redemption Price shall be paid prior to 12:00 noon, New York 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 time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company Corporation having received prior regulatory approval, if then required under applicable capital guidelines or regulatory policies, if a Special Event Event, as defined in Section 1.1 hereof, has occurred and is continuing, then, notwithstanding Section 3.33.3(a), but subject to Section 3.3(b), the Company Corporation shall have the right upon not less than 30 days nor more than 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 90 days following the occurrence of such Special Event (the "18090-Day Period") 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 (the "Redemption Price"), provided that if such Special Event is a Tax Event and at the time there is available to the Company Corporation the opportunity to eliminate, within the 18090-Day Period, a such Tax Event by taking some ministerial action (a "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 CompanyCorporation, the Trust or the holders of the Trust Securities issued by the TrustSecurities, the Company Corporation shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company Corporation shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreement. The Redemption Price shall be paid prior to 12:00 noon, New York, New York time, on the date of such redemption or such earlier time as the Company Corporation determines, provided that the Company Corporation shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York, New York time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company Corporation having received prior regulatory approval, if then required under applicable capital guidelines or regulatory policies, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3, the Company Corporation shall have the right upon not less than 30 days nor more than 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 90 days following the occurrence of such Special Event (the "18090-Day Period") 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 (the "Redemption Price"), provided that if such Special Event is a Tax Event and at the time there is available to the Company Corporation the opportunity to eliminate, within the 18090-Day Period, a such Tax Event by taking some ministerial action (a "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 CompanyCorporation, the Trust or the holders of the Trust Securities issued by the TrustSecurities, the Company Corporation shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company Corporation shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreement. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or such earlier time as the Company Corporation determines, provided that the Company Corporation 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.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the FRB, if then required under the applicable capital guidelines or regulatory policiespolicies of the FRB, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.03, the Company shall have the right upon not less than 30 days days' nor more than 60 days days' notice to the holders Holders of the Subordinated Debentures to redeem the Subordinated Debentures, in whole but not in part, for cash within 180 90 days following the occurrence of such Special Event (the "18090-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 18090-Day Period, a the Tax Event by taking some ministerial action (a "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 Holders of the Trust Securities issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided provided, further, that the Company shall have no right to redeem the Subordinated Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under eliminate the Tax Event (however, the 90-Day Period shall be tolled while the Trust Agreementis pursuing any such Ministerial Action). 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 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.

Special Event Redemption. Subject to the Company having received prior regulatory approval, if then required under applicable capital guidelines or regulatory policies, if (a) If a Special Tax Event has occurred and is continuingcontinuing and (i) the Company has received a Redemption Tax Opinion; or (ii) after receiving a Dissolution Tax Opinion, the Regular Trustees shall have been informed by tax counsel rendering the Dissolution Tax Opinion that a No Recognition Opinion cannot be delivered to the Trust, then, notwithstanding Section 3.33.3(a) but subject to Section 3.3(c), the Company shall have the right right, upon not less than 30 days nor more than 60 days notice to the holders Holders of the Debentures Debentures, to redeem the DebenturesDebentures in whole, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Redemption Price") within 180 days following the occurrence of such event (the "180 Day Period"); provided, provided that however, that, if at the time there is available to the Company the opportunity to eliminate, within the 180-180 Day Period, a the Tax Event by taking some ministerial action (a "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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption; and provided, and, provided further, that the Company shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust AgreementDeclaration. The Redemption Price shall be paid prior to 12:00 noon, New York Minneapolis time, on the date of such redemption Redemption Date 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 Minneapolis time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company Corporation having received prior regulatory approval, if then required under applicable capital guidelines or regulatory policies, if a Special Event Event, as defined in Section 1.1 hereof, has occurred and is continuing, then, notwithstanding Section 3.33.3(a), but subject to Section 3.3(b), the Company Corporation shall have the right upon not less than 30 days nor more than 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Redemption Price"), provided that if such Special Event is a Tax Event and at the time there is available to the Company Corporation the opportunity to eliminate, within the 180-Day Period, a such Tax Event by taking some ministerial action (a "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 CompanyCorporation, the Trust or the holders of the Trust Securities issued by the TrustSecurities, the Company Corporation shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company Corporation shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreement. The Redemption Price shall be paid prior to 12:00 noon, New York, New York time, on the date of such redemption or such earlier time as the Company Corporation determines, provided that the Company Corporation shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York, New York time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the Federal Reserve, if then required under the applicable capital guidelines or regulatory policiespolicies of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3, the Company shall have the right upon not less than 30 days days' nor more than 60 days days' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures while the Trust it is pursuing any Ministerial Action pursuant to its obligations under hereunder, and, provided further, that, if it is determined that the Trust Agreementtaking of a Ministerial Action would not eliminate the Tax Event within the 180-Day Period, the Company's right to redeem the Debentures shall be restored and it shall have no further obligations to pursue the Ministerial Action. The Redemption Price shall be paid prior to 12:00 noon, New York 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 time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the Federal Reserve, if then required under the applicable capital guidelines or regulatory policiespolicies of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 days nor more than 60 days notice to the holders Holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 90 days following the occurrence of such Special Event (the "180the"90-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 18090-Day Period, a the Tax Event by taking some ministerial action (a "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 CTBI Trust or the holders Holders of the CTBI Trust Securities issued by the CTBI Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided provided, further, that the Company shall have no right to redeem the Debentures while the CTBI Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreement. The Redemption Price shall be paid prior to 12:00 noon, New York 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 time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received prior regulatory approval, if then required under applicable capital guidelines or regulatory policies, if If a Special Event has occurred and is continuing, continuing and then, notwithstanding Section 3.33.2(a) but subject to Section 3.2(b), the Company shall have the right upon not less than 30 days days' nor more than 60 days days' notice to the registered holders of the Debentures Notes to redeem the DebenturesNotes, in whole but not or in part, for cash within 180 90 days following the occurrence of such Special Tax Event (the "180-90 Day Period") 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 (the "Special Redemption Price"), provided that that, if at the time there is available to the Company the opportunity to eliminate, within the 180-90 Day Period, a the Tax Event by taking some ministerial action (a "Ministerial Action"), such as filing a form or making an election, or pursuing some other similar reasonable measure which that has no adverse effect on the Company, the Trust or the holders Holders of the Trust Securities issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, ; and provided further, that the Company shall have no right to redeem the Debentures Notes while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust AgreementDeclaration. The Special 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 determinesdetermines and specifies in the notice of redemption, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Special Redemption Price by 10:00 a.m., New York time, 11:00 a.m. on the date such Special Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received prior regulatory approval, if then required under applicable capital guidelines or regulatory policies, if If a Special Event (as defined below) has occurred and is continuing, then, notwithstanding Section 3.3, the Company continuing then TECO shall have the right upon not less than 30 35 days nor more than 60 days notice to the holders Holders of the Debentures Notes to redeem the DebenturesNotes, in whole but not in part, for cash within 180 90 days following the occurrence of such Special Event (the "18090-Day Period") at a 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 (the "Redemption Price"); provided, provided however, that in the case of an occurrence of a Tax Event, if at the time there is available to the Company TECO the opportunity to eliminate, within the 18090-Day Period, a the Tax Event by taking some ministerial action (a "Ministerial Action"), such as filing a form or making an election, or pursuing some other similar reasonable measure which has no adverse effect on TECO, the CompanyLLC or the holders of the Company Preferred Securities, the Trust or the holders of the Trust Preferred Securities issued by the Trust, the Company TECO shall pursue such Ministerial Action in lieu of redemption, and, redemption and provided further, further that the Company TECO shall have no right to redeem the Debentures Notes while the Trust it is pursuing any such Ministerial Action pursuant to its obligations under the Trust AgreementAction. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or such earlier time as the Company determinesredemption, provided that the Company TECO 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.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the Federal Reserve, if then required under the applicable capital guidelines or regulatory policiespolicies of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.3(a), the Company shall have the right upon not less than 30 days nor more than 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreement. The Redemption Price shall be paid prior to 12:00 noon, New York 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 time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received prior regulatory approval, if then required under applicable capital guidelines or regulatory policies, if If a Special Event (as defined below) has occurred and is continuing, continuing then, notwithstanding Section 3.33.2(a) but subject to Section 3.2(b), the Company shall have the right upon not less than 30 days nor more than 60 days notice to the holders Holders of the Debentures to redeem the Debentures, in whole but not or in part, for cash within 180 90 days following the occurrence of such Special Event (the "180-90 Day Period") at a 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 (the "Redemption Price"); provided, provided however, that in the case of an occurrence of a Tax Event, if at the time there is available to the Company the opportunity to eliminate, within the 180-90 Day Period, a the Tax Event by taking some ministerial action (a "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 Holders of the Trust Securities issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided provided, further, that the Company shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust AgreementDeclaration. 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.

Special Event Redemption. Subject to the Company having received prior any necessary regulatory approval, if then required under applicable capital guidelines or regulatory policiesapprovals, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 days nor more than 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 redemption, including any Deferred Interest (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-180- Day Period, a Tax Event by taking some ministerial action (a "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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreementhereunder. The Redemption Price shall be paid prior to 12:00 noon, New York Boston 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 Boston time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received prior regulatory approval, if then required under applicable capital guidelines or regulatory policies, if If a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 days nor more than 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreement. The Redemption Price shall be paid prior to 12:00 noon, New York 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 time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the Federal Reserve, if then required under the applicable capital guidelines or regulatory policiespolicies of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 days nor more than 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "Ministerial Action"), such as filing a form or making an election, or pursuing some other similar 15 21 reasonable measure which has no adverse effect on the Company, the Trust or the holders of the Trust Securities issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreement. The Redemption Price shall be paid prior to 12:00 noon, New York 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 time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the OTS, if then required under the applicable capital guidelines or regulatory policiespolicies of the OTS, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.03, the Company shall have the right upon not less than 30 days days' nor more than 60 days days' notice to the holders Holders of the Junior Subordinated Debentures to redeem the Junior Subordinated Debentures, in whole but not in part, for cash within 180 90 days following the occurrence of such Special Event (the "18090-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 18090-Day Period, a the Tax Event by taking some ministerial action (a "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 Holders of the Trust Securities issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided provided, further, that the Company shall have no right to redeem the Junior Subordinated Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under eliminate the Trust AgreementTax Event. 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 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.

Special Event Redemption. Subject to the Company having received prior regulatory approval, if then required under applicable capital guidelines or regulatory policies, if If a Special Tax Event has occurred and is continuingcontinuing and the Company has received a Redemption Tax Opinion, then, notwithstanding Section 3.33.2(a) but subject to Section 3.2(b), the Company shall have the right upon not less than 30 days nor more than 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not or in part, for cash within 180 90 days following the occurrence of such Special Tax Event (the "180-90 Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-90 Day PeriodPeriod and before any notice has been given to the holders of the Debentures, a the adverse effects of such Tax Event by taking some ministerial action (a "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 Trust, the Guarantor or the holders of the Trust Securities issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided provided, further, that the Company shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust AgreementDeclaration. The Redemption Price shall be paid prior to 12:00 noon, New York 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 time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received prior regulatory approval, if then required under applicable capital guidelines or regulatory policies, if If a Special Event has occurred and is continuing, then, notwithstanding unless otherwise specified pursuant to Section 3.33.1 for the Debt Securities of any series, notice of redemption shall be given by the Company shall have Company, or at the right upon Company's request, by the Trustee in the name and at the expense of the Company, in the manner provided in Section 1.5, to the Holders of such Debt Securities not less than 30 days nor more than 60 days notice prior to the holders of the Debentures to redeem the DebenturesRedemption Date. Such redemption shall be, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Special Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "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 related RGA Capital Trust or the holders of the Trust Securities issued by the such RGA Capital Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures Debt Securities while the Trust it is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreementhereunder. The Special Redemption Price shall be paid prior to 12:00 noon, New York 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 Special Redemption Price by 10:00 a.m., New York time, on the date such Special Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received prior regulatory approval, if then required under applicable capital guidelines or regulatory policies, if If a Special Event has occurred and is continuing, then, notwithstanding unless otherwise specified pursuant to Section 3.33.1 for the Debt Securities of any series, notice of redemption shall be given by the Company shall have Company, or at the right upon Company’s request, by the Trustee in the name and at the expense of the Company, in the manner provided in Section 1.5, to the Holders of such Debt Securities not less than 30 days nor more than 60 days notice prior to the holders of the Debentures to redeem the DebenturesRedemption Date. Such redemption shall be, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "“180-Day Period"”) 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 (the "“Special Redemption Price"”), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "“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 related RGA Capital Trust or the holders of the Trust Securities issued by the such RGA Capital Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures Debt Securities while the Trust it is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreementhereunder. The Special Redemption Price shall be paid prior to 12:00 noon, New York 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 Special Redemption Price by 10:00 a.m., New York time, on the date such Special Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the Federal Reserve, if then required under the applicable capital guidelines or regulatory policiespolicies of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.03, the Company shall have the right upon not less than 30 days days' nor more than 60 days days' notice to the holders Holders of the Junior Subordinated Debentures to redeem the Junior Subordinated Debentures, in whole but not in part, for cash within 180 90 days following the occurrence of such Special Event (the "18090-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 18090-Day Period, a the Tax Event by taking some ministerial action (a "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 Holders of the Trust Securities issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided provided, further, that the Company shall have no right to redeem the Junior Subordinated Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under eliminate the Trust AgreementTax Event. The Redemption Price shall be paid prior to 12:00 noon2:00 p.m., New York Denver, Colorado 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.12:00 noon, New York Denver, Colorado time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company Corporation having received prior regulatory approval, if then required under applicable capital guidelines or regulatory policies, if a Special Event Event, as defined in Section 1.1 hereof, has occurred and is continuing, then, notwithstanding Section 3.3, the Company Corporation shall have the right upon not less than 30 days nor more than 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 90 days following the occurrence of such Special Event (the "18090-Day Period") at a redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest, interest on past due interest pursuant to ss. 2.4(a) of this Indenture, and Additional Interest, if any) to the date of such redemption (the "Redemption Price"), provided that if such Special Event is a Tax Event and at the time there is available to the Company Corporation the opportunity to eliminate, within the 18090-Day Period, a such Tax Event by taking some ministerial action (a "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 CompanyCorporation, the Trust or the holders of the Trust Securities issued by the TrustSecurities, the Company Corporation shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company Corporation shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreement. The Redemption Price shall be paid prior to 12:00 noon, New York Greensboro, North Carolina time, on the date of such redemption or such earlier time as the Company Corporation determines, provided that the Company Corporation shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York Greensboro, North Carolina time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the Federal Reserve, if then required under the applicable capital guidelines or regulatory policiespolicies of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 days days' nor more than 60 days days' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures while the Trust it is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreementhereunder. The Redemption Price shall be paid prior to 12:00 noon, New York 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 time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received prior regulatory approvalapproval of the Federal Reserve, if then required under applicable capital guidelines or regulatory policiespolicies of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.3(a), the Company shall have the right upon not less than 30 days nor more than 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreement. The Redemption Price shall be paid prior to 12:00 noon, New York 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 time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company Corporation having received prior regulatory approval, if then required under applicable capital guidelines or regulatory policies, if a Special Event Event, as defined in Section 1.1 hereof, has occurred and is continuing, then, notwithstanding Section 3.3, the Company Corporation shall have the right upon not less than 30 days nor more than 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 90 days following the occurrence of such Special Event (the "18090-Day Period") 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 (the "Redemption Price"), provided that if such Special Event is a Tax Event and at the time there is available to the Company Corporation the opportunity to eliminate, within the 18090-Day Period, a such Tax Event by taking some ministerial action (a "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 CompanyCorporation, the Trust or the holders of the Trust Securities issued by the TrustSecurities, the Company Corporation shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company Corporation shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreement. The Redemption Price shall be paid prior to 12:00 noon, New York Monroe, North Carolina time, on the date of such redemption or such earlier time as the Company Corporation determines, provided that the Company Corporation shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York Monroe, North Carolina time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company Company's having received the prior regulatory approvalapproval of the Federal Reserve, if such approval is then required under the applicable capital guidelines or regulatory policiespolicies of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3, then the Company shall have the right right, upon not less than 30 days days' nor more than 60 days days' prior written notice to the holders of the Debentures Holders, to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") at a redemption price for cash in an amount equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption (the "Redemption Price"), provided that if at the time Special Event is a Tax Event and if there is available to the Company the opportunity to eliminate, within the 180-Day Period, a the Tax Event by taking some ministerial action (a "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 Holders, NCBE Trust or the holders of the Trust Securities issued by the TrustSecurities, the Company shall pursue such Ministerial Action during the 180-day period in lieu of redemption, and, provided provided, further, that the Company shall have no right during the 180-day period to redeem the Debentures while the NCBE Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreement, if any. If the Company pursues any Ministerial Action as above provided, then the time period in which the Company may elect to redeem the Debentures pursuant to this Section 3.2 shall be extended by an additional period of 180 days. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date 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 time, on the date such Redemption Price is to be paidDate.

Special Event Redemption. Subject to the Company having received prior regulatory approval, if then required under applicable capital guidelines or regulatory policies, if a Special Event has occurred and is continuing, then, notwithstanding Section SECTION 3.3, the Company shall have the right upon not less than 30 days nor more than 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreement. The Redemption Price shall be paid prior to 12:00 noon, 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 such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received prior regulatory approval, if then required under applicable capital guidelines or regulatory policies, if If a Special Tax Event has occurred and is continuingcontinuing and the Company has received a Redemption Tax Opinion, then, notwithstanding Section 3.33.2(a) but subject to Section 3.2(b), the Company shall have the right upon not less than 30 days nor more than 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not or in part, for cash within 180 90 days following the occurrence of such Special Tax Event (the "180-90 Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity -------- to eliminate, within the 180-90 Day PeriodPeriod and before any notice has been given to the holders of the Debentures, a the adverse effects of such Tax Event by taking some ministerial action (a "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 Trust, the Guarantor or the holders of the Trust Securities issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided provided, further, that the Company shall -------- ------- have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust AgreementDeclaration. The Redemption Price shall be paid prior to 12:00 noon, New York 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 time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company Corporation having received prior regulatory approval, if then required under applicable capital guidelines or regulatory policies, and subject to any applicable restrictions set forth in the 1995 Notes Indenture for 1995 Notes on payments other than the payment of interest with respect to Funded Indebtedness (as defined in the 1995 Notes Indenture) at any time the 1995 Notes are outstanding (as defined in the 1995 Notes Indenture), if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3, the Company Corporation shall have the right upon not less than 30 days nor more than 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 90 days following the occurrence of such Special Event (the "18090-Day Period") 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 (the "Redemption Price"), provided that if such Special Event is a Tax Event and at the time there is available to the Company Corporation the opportunity to eliminate, within the 18090-Day Period, a such Tax Event by taking some ministerial action (a "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 CompanyCorporation, the Trust or the holders of the Trust Securities issued by the TrustSecurities, the Company Corporation shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company Corporation shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreement. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or such earlier time as the Company Corporation determines, provided that the Company Corporation 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.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the Federal Reserve, if then required under the applicable capital guidelines or regulatory policiespolicies of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 days nor more than 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Trust Agreementhereunder. The Redemption Price shall be paid prior to 12:00 noon, New York Boston 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 Boston time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior regulatory approvalapproval of the Federal Reserve, if then required under the applicable capital guidelines guidelines, policies or regulatory policiesregulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.33.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 days days' nor more than 60 days days' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within 180 days following the occurrence of such Special Event (the "180-Day Period") 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 (the "Redemption Price"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a "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 issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures pursuant to this Section 3.2 while the Trust it is pursuing any Ministerial Action pursuant to its obligations under hereunder, and, provided further, that, if it is determined that the Trust Agreementtaking of a Ministerial Action would not eliminate the Tax Event within the 180 Day Period, the Company's right to redeem the Debentures pursuant to this Section 3.2 shall be restored and it shall have no further obligations to pursue the Ministerial Action. The Redemption Price shall be paid prior to 12:00 noon, New York 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 time, on the date such Redemption Price is to be paid.