Common use of Special Event Redemption Clause in Contracts

Special Event Redemption. Subject to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(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 pursuant to this Section 3.2 while it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that the taking 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 approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 thirty (30) days' nor more than 60 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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking 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 to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, guidelines or policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a) but subject to Section 3.3(b)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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking of a Ministerial Action would not eliminate the Tax Event within the 180 180-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 to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if If a Special Event (as defined below) has occurred and is continuing, continuing then, notwithstanding Section 3.3(a302(a) but subject to Section 3.3(b302(b), 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 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 FURTHERprovided, further, that the Company shall have no right to redeem the Debentures pursuant to this Section 3.2 Notes while it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionTrust 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 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 approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(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' ’ 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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking of a Ministerial Action would not eliminate the Tax Event within the 180 180-Day Period, the Company's ’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 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 approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking of a Ministerial Action would not eliminate the Tax Event within the 180 180-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 to the Company Corporation having received the prior approval of the Federal Reserveregulatory approval, if then required under the applicable capital guidelines, policies guidelines or regulations of the Federal Reserveregulatory policies, if a Special Event Event, as defined in Section 1.1 hereof, has occurred and is continuing, then, notwithstanding Section 3.3(a) ), but subject to Section 3.3(b), the Company Corporation 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 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 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 FURTHERprovided further, that the Company Corporation shall have no right to redeem the Debentures pursuant to this Section 3.2 while it the Trust is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionTrust 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 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 approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking 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 to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 thirty (30) days' ’ nor more than 60 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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking of a Ministerial Action would not eliminate the Tax Event within the 180 Day Period, the Company's ’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 to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if If a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 thirty (30) days' nor more than 60 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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking of a Ministerial Action would not eliminate the Tax Event within the 180 180-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 to the Company having ------------------------ received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 thirty (30) days' nor more than 60 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 ; 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, ; and provided further that the Company shall have no right to redeem the Debentures pursuant to this Section 3.2 while it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, ; and provided further that, if it is determined that the taking 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 ; 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 approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if If a Special Tax Event has occurred and is continuingcontinuing and: (a) the Company has received a Redemption Tax Opinion; or (b) 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 3.3(a3.2(a) but subject to Section 3.3(b3.2(b), the Company shall have the right right, upon not less than 30 days' nor more than 60 days' days notice to the holders 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 provided 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 of the Trust Securities issued by the TrustSecurities, the Company shall pursue such Ministerial Action in lieu of redemption, and, PROVIDED FURTHER; and provided further, that the Company shall have no right to redeem the Debentures pursuant to this Section 3.2 Notes while it the Trust is pursuing pursing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionDeclaration. 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 provided 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 If (a) a Tax Event has occurred and is continuing and (i) the Issuer has received a Redemption Tax Opinion, or (ii) The Regular Trustees shall have been informed by tax counsel that a No Recognition Opinion cannot be delivered to the Trust, or (b) an Investment Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a3.2(a) but subject to Section 3.3(b)3.2(b) and Article Eleven of the Indenture, the Company Issuer 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 or in part, for cash within 180 days 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 to the date of such redemption (the "Redemption Price"), PROVIDED provided that if at the time there is available to the Company Issuer or the Trust the opportunity to eliminate, within the 180-90 Day Period, a Tax the Special 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 CompanyIssuer, the Trust or the holders Holders of the Trust Securities issued by the Trust, the Company Issuer shall pursue such Ministerial Action in lieu of redemption, and, PROVIDED FURTHERprovided, further, that the Company Issuer shall have no right to redeem the Debentures pursuant to this Section 3.2 Notes while it the Trust is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionDeclaration. 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 Issuer determines, PROVIDED that and the Company Issuer 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 approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking 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 to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, guidelines or policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking 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 to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, guidelines or policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a) but subject to Section 3.3(b)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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking of a Ministerial Action would not eliminate the Tax Event within the 180 180-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 (a) a Tax Event has occurred and is continuing and (i) the Issuer has received a Redemption Tax Opinion, or (ii) the Regular Trustees shall have been informed by tax counsel that a No Recognition Opinion cannot be delivered to the Trust, or (b) an Investment Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a3.2(a) but subject to Section 3.3(b)3.2(b) and Article Eleven of the Indenture, the Company Issuer 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 to the date of such redemption (the "Redemption Price"), PROVIDED provided that if at the time there is available to the Company Issuer or the Trust the opportunity to eliminate, within the 180-90 Day Period, a Tax the Special 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 CompanyIssuer, the Trust or the holders Holders of the Trust Securities issued by the Trust, the Company Issuer shall pursue such Ministerial Action in lieu of redemption, and, PROVIDED FURTHERprovided, further, that the Company Issuer shall have no right to redeem the Debentures pursuant to this Section 3.2 while it the Trust is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionDeclaration. 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 Issuer determines, PROVIDED that and the Company Issuer 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 (a) a Tax Event has occurred and is continuing and (i) the Issuer has received a Redemption Tax Opinion, or (ii) The Regular Trustees shall have been informed by tax counsel that a No Recognition Opinion cannot be delivered to the Trust, or (b) an Investment Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a3.2(a) but subject to Section 3.3(b)3.2(b) and Article Eleven of the Indenture, the Company Issuer 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 or in part, for cash within 180 days 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 to the date of such redemption (the "Redemption Price"), PROVIDED provided that if at the time there is available to the Company Issuer or the Trust the opportunity to eliminate, within the 180-90 Day Period, a Tax the Special 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 CompanyIssuer, the Trust or the holders Holders of the Trust Securities issued by the Trust, the Company Issuer shall pursue such Ministerial Action in lieu of redemption, and, PROVIDED FURTHERprovided, further, that the Company Issuer shall have no right to redeem the Debentures pursuant to this Section 3.2 Notes while it the Trust is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionDeclaration. 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 Issuer determines, PROVIDED that and the Company Issuer 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 (a) a Tax Event has occurred and is continuing and (i) the Issuer has received a Redemption Tax Opinion, or (ii) The Regular Trustees shall have been informed by tax counsel that a No Recognition Opinion cannot be delivered to the Trust, or (b) an Investment Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a3.2(a) but subject to Section 3.3(b)3.2(b) and Article Eleven of the Indenture, the Company Issuer 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 or in part, for cash within 180 days 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 to the date of such redemption (the "Redemption Price"), PROVIDED that provided that, if at the time there is available to the Company Issuer or the Trust the opportunity to eliminate, within the 180-90 Day Period, a Tax the Special 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 CompanyIssuer, the Trust or the holders Holders of the Trust Securities issued by the Trust, the Company Issuer shall pursue such Ministerial Action in lieu of redemption, and, PROVIDED FURTHERprovided, further, that the Company Issuer shall have no right to redeem the Debentures pursuant to this Section 3.2 Notes while it the Trust is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionDeclaration. 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 Issuer determines, PROVIDED that and the Company Issuer 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 the prior approval of the Federal Reserveregulatory approval, if then required under the applicable capital guidelines, policies guidelines or regulations of the Federal Reserveregulatory policies, if a Special Event Event, as defined in Section 1.1 hereof, has occurred and is continuing, then, notwithstanding Section 3.3(a) ), but subject to Section 3.3(b), the Company Corporation 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 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 FURTHERprovided further, that the Company Corporation shall have no right to redeem the Debentures pursuant to this Section 3.2 while it the Trust is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionTrust 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 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 approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if If a Special Tax Event has occurred and is continuingcontinuing and: (a) the Company has received a Redemption Tax Opinion; or (b) 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 3.3(a3.2(a) but subject to Section 3.3(b3.2(b), the Company shall have the right right, upon not less than 30 days' nor more than 60 days' days notice to the holders registered Holders of the Debentures 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 "Special Redemption Price"), PROVIDED that provided 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 of the Trust Securities issued by the TrustSecurities, the Company shall pursue such Ministerial Action in lieu of redemption, and, PROVIDED FURTHER; and provided further, that the Company shall have no right to redeem the Debentures pursuant to this Section 3.2 while it the Trust is pursuing pursing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionDeclaration. The Special Redemption Price shall be paid (or wire transfer instructions in respect thereof shall have been irrevocably given) 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 provided 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 the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if If a Special 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 3.3(a3.2(a) but subject to Section 3.3(b3.2(b), the Company shall have the right upon not less than 30 days' days nor more than 60 days' days notice to the holders Holders of the Convertible Debentures to redeem the Convertible Debentures, in whole but not or in part, for cash within 180 90 days following the occurrence of such Special Tax Event (the "180A90-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 or the Trust 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 FURTHERprovided, further, that the Company shall have no right to redeem the Convertible Debentures pursuant to this Section 3.2 while it the Trust is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionDeclaration. 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 prior to the date such Redemption Price is to be paidredemption date.

Special Event Redemption. Subject to the Company having ------------------------ received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 thirty (30) days' nor more than 60 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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking of a Ministerial Action would not eliminate the Tax Event within the 180 180-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 to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if If a Special Event has occurred and is continuingcontinuing and: (i) the Regular Trustees have received an opinion (a "Redemption Tax Opinion") of nationally recognized independent tax counsel experienced in such matters that, thenas a result of a Tax Event, notwithstanding Section 3.3(athere is more than an insubstantial risk that the Company would be precluded from deducting the interest on the Convertible Debentures for federal income tax purposes on a current accrual basis (by reason of deferral, disallowance or otherwise) but subject even if the Convertible Debentures were distributed to Section 3.3(b)the holders of the Trust Securities in liquidation of such holders' interests in the Trust as described above; or (ii) the Regular Trustees shall have been informed by such tax counsel that a No Recognition Opinion cannot be delivered to the Trust, the Company shall have the right right, upon not less than 30 days' nor more than 60 days' notice to the holders of the Debentures notice, to redeem the Convertible Debentures, in whole but not or in partpart for cash, 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 thereof plus any accrued and unpaid interest thereon to the date redemption date, within 90 days following the occurrence of such Tax Event, and promptly following such redemption, the Trust Securities will be redeemed by the Trust at a redemption (price equal to the "Redemption Price")liquidation amount of such Trust Preferred Securities plus accumulated and unpaid Distributions thereon; provided, PROVIDED however, that if at the time there is available to the Company or the Trust the opportunity to eliminate, within such 90-day period, the 180-Day Period, a Tax Event by taking some ministerial action (a "Ministerial Action")action, such as filing a form or making an election, or pursuing some other similar reasonable measure which in the sole judgment of the Company has or will cause no adverse effect on the CompanyTrust, the Trust Company or the holders of the Trust Securities issued by the Trustand will involve no material costs, the Company shall or the Trust will pursue such Ministerial Action measure 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that the taking 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 approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking 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 to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if If a Special Event has occurred and is continuingcontinuing and: (a) the Company has received a Redemption Tax Opinion; or (b) after receiving a Dissolution Tax Opinion, the 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 3.3(a3.2(a) but subject to Section 3.3(b3.2(b), the Company shall have the right upon not less than 30 days' days nor more than 60 days' days notice to the holders Holders of the Convertible Debentures to redeem the Convertible Debentures, in whole but not or in part, for cash within 180 90 days following the occurrence of such Special Tax Event (the "18090-Day PeriodDAY 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 PriceREDEMPTION PRICE"), PROVIDED that if at the time there is available to the Company or the Trust the opportunity to eliminate, within the 18090-Day Period, a the Tax Event by taking some ministerial action (a "Ministerial ActionMINISTERIAL 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 Convertible Debentures pursuant to this Section 3.2 while it the Trust is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionDeclaration. 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 prior to the date such Redemption Price is to be paidredemption date.

Special Event Redemption. Subject to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking 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 to the Company having received the prior approval of of, or non-objection from, the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(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 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")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 TrustTrust (a “Ministerial Action”), 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking of a Ministerial Action would not eliminate the Tax Event within the 180 Day Period, the Company's ’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 Eastern 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 Eastern time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if If a Special Tax Event has occurred and is continuingcontinuing and: (a) the Company has received a Redemption Tax Opinion; or (b) 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 3.3(a3.2(a) but subject to Section 3.3(b3.2(b), the Company shall have the right right, upon not less than 30 days' days nor more than 60 days' days notice to the holders Holders of the Debentures Notes, to redeem the Debentures, Notes in whole but not or in part, 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 90 days following the occurrence of such Tax Event (the "90 Day Period"); provided, PROVIDED that however, 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 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 FURTHERfurther, that the Company shall have no right to -------- ------- redeem the Debentures pursuant to this Section 3.2 Notes while it the Trust is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionDeclaration. 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 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 approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking of a Ministerial Action would not eliminate the Tax Event within the 180 180-Day Period, the Company's ’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 to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(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 PeriodDAY 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 PriceREDEMPTION 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 ActionMINISTERIAL 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that the taking 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 Company's having received the prior approval of the Federal Reserve, if such approval is then required under the applicable capital guidelines, guidelines or policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a) but subject to Section 3.3(b), then the Company shall have the right right, upon not less than 30 days' nor more than 60 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 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 FURTHERprovided, further, that the Company shall have no right during the 180-day period to redeem the Debentures pursuant to this Section 3.2 while it NCBE Trust is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, thatunder the Trust Agreement, if it is determined that any. If the taking of a Company pursues any Ministerial Action would not eliminate as above provided, then the Tax Event within time period in which the 180 Day Period, the Company's right Company may elect to redeem the Debentures pursuant to this Section 3.2 shall be restored and it shall have no further obligations to pursue the Ministerial Actionextended 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 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 the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, guidelines or policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking 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 to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a) but subject to Section 3.3(b), the 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 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, provided further,that the Company shall have no right to redeem the --------- ------- Debentures pursuant to this Section 3.2 while it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking 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 to (a) Upon the occurrence and continuance of a Tax Event or an Investment Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a) but subject to Section 3.3(b)Event, the Company shall have the right upon not less than 30 days' nor more than 60 days' notice to the holders of may, at its option, redeem the Debentures to redeem at the DebenturesCompany Redemption Price (i) at any time, in whole or in part, within 90 days after such Tax Event or (ii) at any time, in whole but not in part, for cash within 180 90 days following after such Investment Company Event; provided that while the Trust is the holder of the Debentures, the Company may effect such redemption only if dissolving the Trust and causing the Trust to distribute the Outstanding Debentures to the holders of Preferred Securities pursuant to Article 9 of the Trust Agreement would not prevent the occurrence of of, or cure, such Special Tax Event or Investment Company Event. (b) Notwithstanding 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")foregoing, PROVIDED that if at the time there is available to the Company or the Administrative Trustees on behalf of the Trust the opportunity to eliminate, within the 180-Day Periodsuch 90 day period, a Tax Event by taking some ministerial action actions (a "Ministerial ActionActions"), such as filing a form or making an election, or pursuing some other similar reasonable measure measure, which has no adverse effect on the CompanyTrust, the Trust Company or the holders of the Trust Securities issued by the TrustPreferred Securities, the Company shall or the Administrative Trustees on behalf of the Trust will pursue such Ministerial Action measure in lieu of redemption, and, PROVIDED FURTHER, that redemption and the Company shall have no right to redeem the Debentures pursuant to this Section 3.2 while it is the Administrative Trustees on behalf of the Trust are pursuing any such Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, thatAction. (c) Notwithstanding the foregoing, if it is determined that the taking of a Ministerial Action would not eliminate the Tax Event within has occurred and is continuing and the 180 Day Period, Company does not (i) distribute the Company's right to Debentures or (ii) redeem the Debentures pursuant to in accordance with 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 noonIndenture, New York time, on the date of such redemption or such earlier time as the Company determines, PROVIDED that the Company shall deposit with pay all Additional Sums so that the Trustee an amount sufficient to pay of Distributions then due and payable by the Redemption Price by 10:00 a.m., New York time, Trust on the date such Redemption Price is Outstanding Trust Securities shall not be reduced as a result of any Additional Sums to be paidwhich the Trust has become subject as a result of a Tax Event.

Special Event Redemption. Subject to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a) but subject to Section 3.3(b), the Company shall have the right right, upon not less than 30 days' nor more than 60 days' notice to the holders of the Debentures 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking of a Ministerial Action would not eliminate the Tax Event within the 180 180-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 to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 thirty (30) days' nor more than 60 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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking 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. (a) Section 14.02 of the Indenture shall be disregarded in its entirety and shall not apply to the Securities covered by this First Supplemental Indenture. All references in the Indenture to Section 14.02 are hereby deemed to apply to this Section 3.02. (b) Subject to the Company having received the prior approval of the Federal ReserveReserve through the Federal Reserve Bank of New York or any other designee, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a3.03(b) hereof but subject to Section 3.3(b)3.03(c) hereof, the Company shall have the right upon not less than 30 35 days' nor more than 60 days' notice to the holders of the Debentures Securities to redeem the DebenturesSecurities, 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 "Special Event 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 Securities pursuant to this Section 3.2 3.02 while it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking of a Ministerial Action would not eliminate the Tax Event within the 180 180-Day Period, the Company's right to redeem the Debentures Securities pursuant to this Section 3.2 3.02 shall be restored and it shall have no further obligations to pursue the Ministerial Action. The Special Event 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 Special Event Redemption Price by 10:00 a.m., New York time, on the date such Special Event Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(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 "Special Event 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking 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 Special Event 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 Special Event Redemption Price by 10:00 a.m., New York time, on the date such Special Event Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if If a Special Event (as defined below) has occurred and is continuing, continuing then, notwithstanding Section 3.3(a302(a) but subject to Section 3.3(b302(b), 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 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 PeriodDAY 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 PriceREDEMPTION 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 ActionMINISTERIAL 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 FURTHERprovided, further, that the Company shall have no right to redeem the Debentures pursuant to this Section 3.2 Notes while it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionTrust 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 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 approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if If a Special Tax Event has occurred and is continuingcontinuing and: (a) the Company has received a Redemption Tax Opinion; or (b) 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 3.3(a3.2(a) but subject to Section 3.3(b3.2(b), the Company shall have the right upon not less than 30 days' days nor more than 60 days' days notice to the holders 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 provided 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 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 FURTHERprovided, further, that the Company shall have no right to redeem the Debentures pursuant to this Section 3.2 while it the Trust is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionDeclaration. 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.the

Special Event Redemption. Subject to Upon the occurrence of a Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a) but subject to Section 3.3(b)Event, 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 days following cash, at the Redemption Price, and upon the occurrence of such Special a Trust Event (or a Partnership Event, if the "180-Day Period") Company cannot obtain a No Recognition Opinion with regard to certain matters, the Company may redeem the Debentures, in whole or in part, for cash, at a redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon Redemption Price, in each case subject only to the date obligation 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 on or the holders of the Trust Securities issued by the Trustbefore _____________, the Company shall 199_, to pursue such Ministerial Action any reasonable ministerial action in lieu of redemption, andthat would eliminate the adverse effect of the Special Event. The Company may not redeem any outstanding Debentures unless all accrued or deferred but unpaid interest has been paid on all Debentures to be redeemed for all quarterly interest payment periods terminating on or before the date of redemption. The Indenture permits, PROVIDED FURTHERwith certain exceptions as therein provided, that the amendment thereof and the modification of the rights and obligations of the Company shall have no right to redeem and the rights of the Holders of the Debentures pursuant under the Indenture at any time by the Company and the Trustee with the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Debentures outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Debentures at the time Outstanding, or voting at a meeting of Holders, on behalf of the Holders of all the Debentures, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Section 3.2 while it Debenture shall be conclusive and binding upon such Holder and upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is pursuing made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Debenture at the time, place and rate, and in the coin or currency, herein prescribed, or to exchange this Debenture for Common Stock Series A or other securities or property for which Debentures are from time to time convertible as provided in the Indenture. In the event of the merger or consolidation of the obligor on the Debentures into, or of the transfer of its assets substantially as an entirety to, a successor corporation, such successor corporation shall assume payment of the Debentures and performance of every covenant of the Indenture on the part of the predecessor corporation to be performed, and shall be substituted for the predecessor corporation under the Indenture; and in the event of any Ministerial Action pursuant such transfer, such predecessor corporation shall be discharged from all obligations and covenants under the Indenture and the Debentures and may be dissolved and liquidated, all as more fully set forth in the Indenture. If an Event of Default, as defined in the Indenture, with respect to its obligations hereunderthe Debentures shall occur and be continuing, andthe principal of all the Debentures may be declared due and payable at the time, PROVIDED FURTHERin the manner and with the effect provided in the Indenture. As provided in the Indenture and subject to certain limitations therein and herein set forth, thatthis Debenture is transferable on the Security Register of the Company, if it is determined upon surrender of this Debenture for registration of transfer at the office or agency of the Company in any place where principal and interest on the Debentures are payable, or at any other office or agency of the Company maintained for that purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the taking Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Debentures are issuable only in registered form without coupons in denominations of $50 and any multiple of $50. As provided in the Indenture and subject to certain limitations therein set forth, Debentures are exchangeable for a like aggregate principal amount of Debentures of a Ministerial Action would like tenor and of different authorized denominations, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with such registration of transfer or exchange, other then certain exchanges not eliminate the Tax Event within the 180 Day Periodinvolving any transfer. Prior to due presentment of this Debenture for registration of transfer, the Company's right to redeem , the Debentures pursuant to Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Section 3.2 Debenture is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture shall be restored overdue, and it shall have no further obligations to pursue neither the Ministerial Action. The Redemption Price Company, the Trustee nor any such agent shall be paid prior affected by notice to 12:00 noonthe contrary. This Debenture shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York timeYork. Certain terms used in this Debenture which are defined in the Indenture have the meanings set forth therein. ASSIGNMENT FORM FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE __________________________________ |_________________________________|_____________________________________ (Name and address of Assignee, including zip code, must be printed or typewritten) __________________________________________________________________________ the within Debenture, and all rights thereunder, hereby irrevocably, constituting and appointing _________________________________________________________________Attorney to transfer the said Debenture on the date books of such redemption or such earlier time as Citizens Utilities Company with full power of substitution in 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 paidpremises.

Special Event Redemption. Subject to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking 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 to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if If a Special Event (as defined below) has occurred and is continuing, then, notwithstanding Section 3.3(a) but subject to Section 3.3(b), the Company continuing then TECO shall have the right upon not less than 30 days' 35 days nor more than 60 days' 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, PROVIDED FURTHER, redemption and provided further that the Company TECO shall have no right to redeem the Debentures pursuant to this Section 3.2 Notes while it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that the taking 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 such 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 determinesredemption, PROVIDED 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 approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, 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 3.3(a) but subject to Section 3.3(b3.3(c), the Company shall have the right right, upon not less than 30 days' days nor more than 60 days' 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 FURTHERfurther, that the Company shall have no right to redeem the Debentures pursuant to this Section 3.2 while it the Trust is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionDeclaration. 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 provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York Minneapolis time, on the date such Redemption Price is to be paid. (b) If a Capital Treatment Event has occurred and is continuing, then 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 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 Capital Treatment Event. The Redemption Price shall be paid prior to 12:00 noon, Minneapolis time, on the 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., Minneapolis time, on the date such Redemption Price is to be paid. (c) If a Investment Company Event has occurred and is continuing, then 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 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 Investment Company Event. The Redemption Price shall be paid prior to 12:00 noon, Minneapolis time, on the 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., Minneapolis time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking of a Ministerial Action would not eliminate the Tax Event within the 180 180-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 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 approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if If a Special Event (as defined below) has occurred and is continuing, continuing then, notwithstanding Section 3.3(a302(a) but subject to Section 3.3(b302(b), the Company shall have the right upon not less than 30 days' 35 days nor more than 60 days' 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 FURTHERprovided, further, that the Company shall have no right to redeem the Debentures pursuant to this Section 3.2 Notes while it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionTrust 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 determinesredemption, 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 to the Company having received the prior approval of the Federal ReserveReserve through the Federal Reserve Bank of New York or any other designee, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 35 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 "Special Event 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking 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 Special Event 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 Special Event Redemption Price by 10:00 a.m., New York time, on the date such Special Event Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior approval of the Federal Reserve, if then all required under the applicable capital guidelines, policies or regulations of the Federal Reserveregulatory approvals, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 thirty (30) days' nor more than 60 sixty (60) days' notice to the holders of the Debentures as provided in Section 3.4(a) 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking 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 as set forth in the notice of redemption prior to 12:00 noon, New York Delaware time, on the date of such redemption or such earlier time as the Company determinesredemption, 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 Delaware time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if If a Special Event has occurred and is continuingcontinuing and: (a) the Company has received a Redemption Tax Opinion; or (b) 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 3.3(a3.2(a) but subject to Section 3.3(b3.2(b), the Company shall have the right upon not less than 30 days' days nor more than 60 days' days notice to the holders Holders of the Convertible Debentures to redeem the Convertible Debentures, in whole but not or in part, for cash within 180 90 days following the occurrence of such Special Tax 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 provided that if at the time there is available to the Company or the Trust 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 FURTHERprovided, further, that the Company shall have no right to redeem the Convertible Debentures pursuant to this Section 3.2 while it the Trust is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionDeclaration. 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 prior to 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 the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if If a Special Tax Event has occurred and is continuingcontinuing and: (a) the Company has received a Redemption Tax Opinion; or (b) 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 3.3(a3.2(a) but subject to Section 3.3(b3.2(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 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 provided that if at the time there is -------- available to the Company the opportunity to eliminate, within the 180-90 Day Period, 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 FURTHERprovided, further, that the Company shall have no right to -------- ------- redeem the Debentures pursuant to this Section 3.2 while it the Trust is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionDeclaration. 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 to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if If a Special Event (as defined below) has occurred and is continuing, continuing then, notwithstanding Section 3.3(a3.2(a) but subject to Section 3.3(b3.2(b), the Company shall have the right upon not less than 30 days' days nor more than 60 days' days notice to the holders 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 FURTHERprovided, further, that the Company shall have no right to redeem the Debentures pursuant to this Section 3.2 while it the Trust is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionDeclaration. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, PROVIDED provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking of a Ministerial Action would not eliminate the Tax Event within the 180 180-Day Period, the Company's ’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 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 approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if If a Special Event has occurred and is continuingcontinuing and: (a) the Company has received a Redemption Tax Opinion; or (b) the Regular Trustees shall have been informed by independent tax counsel experienced in such matters that, for substantive reasons, it cannot deliver a No Recognition Opinion to the Trust, then, notwithstanding Section 3.3(a) 3.2 but subject to Section 3.3(b)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 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 "18090-Day Period") at a redemption price equal to 100% of the principal amount to be redeemed (the "Special Event Redemption Price") plus any accrued and unpaid interest (including Compounded and Additional Interest) thereon to but excluding the date of such redemption (the "Redemption Price")redemption, PROVIDED that that, if at the time there is available to the Company the opportunity to eliminate, which elimination shall be complete within the 18090-Day Period, a Tax such Special 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 measure) that has no adverse effect on the Company, the Trust or the holders Holders of the Trust Securities issued by the TrustSecurities, or does not subject any of them to more than DE MINIMIS regulatory requirements ("Ministerial Action"), 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 pursuant to this Section 3.2 while it the Trust is pursuing any Ministerial Action pursuant to its obligations hereunder, and, under the Declaration; PROVIDED FURTHER, that, if it is determined that the taking of a such Ministerial Action would not can eliminate such Special Event during the Tax Event within the 180 90-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 Special Event Redemption Price Price, plus such accrued and unpaid interest, shall be paid prior to 12:00 noon, New York time, on the date of fixed by the Company for 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 Special Event Redemption Price plus such accrued and unpaid interest thereon by 10:00 a.m., New York time, on the date such Special Event Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, guidelines or policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking of a Ministerial Action would not eliminate the Tax Event within the 180 180-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 (a) a Tax Event has occurred and is continuing and (i) the Issuer has received a Redemption Tax Opinion, or (ii) the Regular Trustees shall have been informed by tax counsel that a No Recognition Opinion cannot be delivered to the Trust; or (b) an Investment Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a3.2(a) but subject to Section 3.3(b)3.2(b) and Article Eleven of the Indenture, the Company Issuer shall have the right upon not less than 30 days' nor more than 60 days' days notice to the holders 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 "Redemption Price"), PROVIDED provided that if at the time there is available to the Company Issuer or the Trust 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 CompanyIssuer, the Trust or the holders Holders of the Trust Securities issued by the Trust, the Company Issuer shall pursue such Ministerial Action in lieu of redemption, and, PROVIDED FURTHERprovided, further, that the Company Issuer shall have no right to redeem the Debentures pursuant to this Section 3.2 Notes while it the Trust is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionDeclaration. 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 Issuer determines, PROVIDED that and the Company Issuer 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 approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than 30 thirty (30) days' nor more than 60 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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking 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 to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided, further, that, if it is determined that the taking 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 (a) a Tax Event has occurred and is continuing and (i) the Issuer has received a Redemption Tax Opinion, or (ii) the Regular Trustees shall have been informed by tax counsel that a No Recognition Opinion cannot be delivered to the Trust; or (b) an Investment Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a3.2(a) but subject to Section 3.3(b)3.2(b) and Article XI of the Indenture, the Company Issuer 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 to the date of such redemption (the "Redemption Price"), PROVIDED provided that if at the time there is available to the Company Issuer or the Trust the opportunity to eliminate, within the 180-90 Day Period, a Tax the Special 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 CompanyIssuer, the Trust or the holders Holders of the Trust Securities issued by the Trust, the Company Issuer shall pursue such Ministerial Action in lieu of redemption, and, PROVIDED FURTHERprovided, further, that the Company Issuer shall have no right to redeem the Debentures pursuant to this Section 3.2 while it the Trust is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionDeclaration. The Redemption Price shall be paid prior to 12:00 noon, New York local time, on the date of such redemption or such earlier time as the Company Issuer determines, PROVIDED that and the Company Issuer shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York local time, on the date such Redemption Price is to be paid.

Special Event Redemption. EXHIBIT 4(b)(1) Subject to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, guidelines or policies or regulations of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a) but subject to Section 3.3(b)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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking of a Ministerial Action would not eliminate the Tax Event within the 180 180-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 to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if If a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(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 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 it is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHERprovided further, that, if it is determined that the taking 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 to the Company having received the prior approval of the Federal Reserve, if then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, if If a Special Tax Event has occurred and is continuingcontinuing and: (a) the Company has received a Redemption Tax Opinion; or (b) 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 3.3(a3.02(a) but subject to Section 3.3(b3.02(b), 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 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 provided 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 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 FURTHERprovided, further, that the Company shall have no right to redeem the Debentures pursuant to this Section 3.2 while it the Trust is pursuing any Ministerial Action pursuant to its obligations hereunder, and, PROVIDED FURTHER, that, if it is determined that under the taking 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 ActionDeclaration. 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.