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 thirty (30) days’ nor more than sixty (60) days’ notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) days following the occurrence of such Special Event (the “180-Day Period”) at a redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption (the “Redemption Price”), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a “Ministerial Action”), such as filing a form or making an election, or pursuing some other similar reasonable measure which has no adverse effect on the Company, the Trust or the holders of the Trust Securities issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures pursuant to this Section 3.2 while 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 thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) 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 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 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 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 thirty (30) 30 days’ ' nor more than sixty (60) 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 one hundred eighty (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 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 provided, 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 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 thirty (30) 35 days’ ' nor more than sixty (60) 60 days’ ' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) 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 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 '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 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, 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 thirty (30) days’ 30 days nor more than sixty (60) days’ 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) 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 180 180-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 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 thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) 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 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 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 '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 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 thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice to the holders Holders of the Debentures to redeem the Debentures, in whole but not or in part, for cash within one hundred eighty (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 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 provided, 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 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 thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice to the holders of the Debentures Debentures, to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) 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 180 180-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 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 thirty (30) days’ 35 days nor more than sixty (60) days’ 60 days notice to the holders Holders of the Debentures Notes to redeem the DebenturesNotes, in whole but not in part, for cash within one hundred eighty (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 18090-Day Period, a the Tax Event by taking some ministerial action (a “"Ministerial Action”"), such as filing a form or making an election, or pursuing some other similar reasonable measure which has no adverse effect on the Company, the Trust LLC or the holders of the Company Preferred Securities, the Trust or the Holders of the Trust Preferred Securities issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided provided, further, that the Company shall have no right to redeem the Debentures 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 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 thirty (30) 30 days’ nor more than sixty (60) 60 days’ notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) 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 180 180-Day Period, the Company’s right to redeem the Debentures pursuant to this Section 3.2 shall be restored and it shall have no further obligations to pursue the Ministerial Action. The Redemption Price shall be paid prior to 12:00 p.m. (noon), New York time, on the date of such redemption or such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid.

Special Event Redemption. Subject to the Company having received the prior 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 thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) 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 '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 thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) 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 180 180-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 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 thirty (30) days’ 30 days nor more than sixty (60) days’ 60 days notice to the holders Holders of the Debentures Notes to redeem the DebenturesNotes, in whole but not in part, for cash within one hundred eighty (180) 90 days following the occurrence of such Special Event (the “180"90-Day Period”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”"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”"MINISTERIAL ACTION"), such as filing a form or making an election, or pursuing some other similar reasonable measure which has no adverse effect on the Company, the Trust LLC or the holders of the Company Preferred Securities, the Trust or the Holders of the Trust Preferred Securities issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided provided, further, that the Company shall have no right to redeem the Debentures 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 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 thirty (30) 30 days’ ' nor more than sixty (60) days’ 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 one hundred eighty (180) 90 days following the occurrence of such Special Tax Event (the “180-"90 Day Period”") at a redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption (the “"Redemption Price”"), provided that if at the time there is available to the Company 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 provided, 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 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 thirty (30) days’ ' nor more than 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 one hundred eighty (180) 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 '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 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 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 thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) 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 '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 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 thirty (30) 30 days’ nor more than sixty (60) 60 days’ notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) 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”)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 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 Eastern 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 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 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 thirty (30) days’ ' nor more than sixty (60) days’ ' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) 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 '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, 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 thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) 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 '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 thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) [____] days following the occurrence of such Special Event (the “180-"[____] Day Period”") at a redemption price equal to 100[____]% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption (the “"Redemption Price”"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-[____] Day Period, a Tax Event by taking some ministerial action (a “"Ministerial Action”"), such as filing a form or making an election, or pursuing some other similar reasonable measure which has no adverse effect on the Company, the Trust or the holders of the Trust Securities issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures ---------------- pursuant to this Section 3.2 while 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 '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. 13 20 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 thirty (30) days’ 30 days nor more than sixty (60) days’ 60 days notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) 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 180 180-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 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 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 thirty (30) days’ nor more than sixty (60) days’ notice to the holders of the Debentures to redeem the Debentures, in whole but not or in part, for cash within one hundred eighty (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, in the manner and with the effect provided furtherin 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 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 thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) 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 '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 4 8 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 thirty (30) 30 days’ ' nor more than sixty (60) 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 one hundred eighty (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 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 provided, 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 thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) 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 '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 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 thirty (30) 30 days’ ' nor more than sixty (60) 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 one hundred eighty (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 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 provided, 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 thirty (30) days’ ' nor more than sixty (60) days’ ' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) 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 180 180-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 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 thirty (30) 30 days’ nor more than sixty (60) 60 days’ notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) 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 180 180-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, 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 thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) 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 '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 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 thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice to the holders Holders of the Debentures to redeem the Debentures, in whole but not or in part, for cash within one hundred eighty (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 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 provided, 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. 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 thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) 180 days following the occurrence of such Special Event (the “"180-Day Period”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”"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”"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 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 thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) 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 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 '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 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 thirty (30) days’ ' nor more than sixty (60) days’ ' notice to the holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) days following the occurrence of such Special Event (the “"180-Day Period”") at a redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption (the “"Redemption Price”"), provided that if at the time there is available to the Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action (a “"Ministerial Action”"), such as filing a form or making an election, or pursuing some other similar reasonable measure which has no adverse effect on the Company, the Trust or the holders of the Trust Securities issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption, and, provided further, that the Company shall have no right to redeem the Debentures pursuant to this Section 3.2 while 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 '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 If a Special Event has occurred and is continuing, then, notwithstanding Section 3.3(a3.2(a) but subject to Section 3.3(b)Article XI of the Indenture, the Company Issuer shall have the right upon not less than thirty (30) 30 days’ nor more than sixty (60) 60 days’ notice to the holders Holders of the Debentures to redeem the Debentures, in whole but not in part, for cash within one hundred eighty (180) days following the occurrence of such Special Event (the “180-Day Period”) at a redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption (the “Redemption Price”), provided that if at the time there is available to the Company Issuer or the Trust the opportunity to eliminate, within the 180-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 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 provided, 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.