Common use of Limitation of Transactions Clause in Contracts

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall not declare or pay dividends or make any distribution with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall will not declare or pay dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital common stock (other than or preferred stock or make any GUARANTEE payment with respect thereto if at such time (i) purchases the Guarantor shall be in default with respect to its GUARANTEE Payments or other payment obligations hereunder, (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection of a Deferral Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of 18 18 accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stock, (iii) cash payments made by the Guarantor in lieu of delivering fractional shares upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stock, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the satisfaction by the Guarantor benefit of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor employees, officers, directors of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorconsultants, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases any declaration of any rights outstanding under a shareholder dividend in connection with the implementation of a stockholders' rights plan), (b) or the issuance of stock under any such plan in the future, or the redemption or repurchase of such rights pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not make any payment of interest, principal cause or premium, if any, on or repay, repurchase or redeem any debt securities issued by permit the Guarantor that rank junior Common Securities to the Debentures be transferred except to the extent appropriate notice has been given such transfer is permitted under Section 9.01(c) of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or Guarantor's ownership of the Common Securities Guaranteeand (ii) will use reasonable efforts to cause the extent appropriate notice has been given Issuer to continue to be treated as a grantor trust for United States Federal income tax purposes except in connection with a distribution of Debentures as provided in the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (a) there shall have occurred an Event of Default, (b) there shall have occurred an Event of Default or an Event of Default under the Declaration Indenture or (c) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period and written notice of such Event of Default has been given to the Guarantorperiod or extension thereof shall be continuing, then (ai) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution with respect to, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its capital stock (other than (iA) purchases or acquisitions of capital shares of Guarantor's common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by any other contractual obligation of the Guarantor of its obligations pursuant (other than a contractual obligation ranking pari passu with or junior to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the GuarantorDebentures), (iiB) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, stock or (iiiC) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (bii) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (ciii) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to this Preferred Securities Guarantee). In addition, so long as any Preferred Securities remain outstanding, the Guarantee Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities to be transferred; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities Guaranteeand (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall will not declare or pay any dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital common stock (other than or preferred stock if at such time (i) the Guarantor shall be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any Event of Default (as defined in the Declaration) or (iii) the Guarantor shall have given notice of its selection of an extension period (as defined in the Indenture) and such period, or any extension thereof, is continuing; PROVIDED, HOWEVER, that the foregoing restrictions will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) declarations or payments of dividends in connection with the implementation of a stockholders's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) payments of accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stock, (iv) cash payments made by the Guarantor in lieu of delivering fractional shares upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stock, (v) purchases or acquisitions of capital share of common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plan or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorother contractual obligation, (iivi) dividends, distributions, redemptions, purchases, acquisitions or payments as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default Default, an event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Declaration Indenture or a selection by the Guarantor of an Extended Interest Payment Period as provided in the Indenture and written notice of such Event of Default has been given to the Guarantorperiod, or any extension thereof, shall be continuing, then (a) the Guarantor shall not declare or pay dividends any dividend on, or make any distribution with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions stock dividends declared and paid by the Guarantor which stock dividends consist of capital the stock of the Guarantor in connection with same class as that on which the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security dividend is being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights planpaid), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase purchase or redeem any debt securities issued by the Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee Preferred Securities Guarantee). Notwithstanding the foregoing, the Guarantor may at any time (a) purchase or acquire its capital stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or pursuant to any contract or security outstanding on the first day of any such event requiring the Guarantor to purchase its capital stock; (b) reclassify its capital stock or exchange or convert one class or series of its capital stock for another class or series of its capital stock; (c) purchase fractional interests in its capital stock pursuant to the conversion or exchange provisions of such capital stock or the Common Securities Guaranteesecurity being converted or exchanged; (d) declare dividends or distributions in its capital stock, including stock dividends paid by the Guarantor which consist of the stock of the same class as that on which any dividend is being paid; (e) redeem or purchase any rights pursuant to the extent appropriate notice has been given a rights agreement; and (f) make payments under any Guarantee related to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsPreferred Securities.

Limitation of Transactions. (a) So long as any Preferred Common Securities remain outstanding, if (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder, or (ii) there shall have occurred an any Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall not declare or pay dividends any dividend on, or make any distribution distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, Subordinated Notes and (c) the Guarantor Company shall not make any guarantee payments (other than pursuant to this Preferred Securities Guarantee) with respect to the foregoing. However, the foregoing restriction will not apply to any dividend, redemption, interest, principal or guarantee payments by the Company where the payment is made by way of (other than payments pursuant i) securities (including capital stock) that rank junior to the Guarantee securities on which such dividend, redemption, interest, principal or guarantee payment is being made or (ii) securities (including capital stock) of Tele-Communications, Inc., a Delaware corporation (or any successor to such corporation). (b) Notwithstanding subsection 3.1(a) or any other language to the contrary contained in this Common Securities Guarantee, nothing shall prevent the Guarantor from: (i) declaring or paying any dividend on, or making any distribution with respect to, or redeeming, purchasing, acquiring or making a liquidation payment with respect to, any of its capital stock in or with (x) securities of the Guarantor (including capital stock) that rank junior to such capital stock or (y) securities (including capital stock) of TCI or (ii) paying any interest, principal or premium on, or repaying, repurchasing or redeeming, any debt securities issued by the Guarantor which rank pari passu with or junior to the extent appropriate notice has been given Subordinated Notes, with (x) securities of the Guarantor (including capital stock) that rank junior to the beneficiaries thereof effectively blocking such payment debt securities or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments(y) securities (including capital stock) of TCI.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) there shall have occurred an Event of Default or Default, (ii) there shall have occurred an Event event of Default default under the Declaration Indenture or (iii) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period as provided therein, and written notice of such Event of Default has been given to the Guarantorperiod or extension thereof shall be continuing, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution or other payment with respect to, or redeem, purchase, acquire or make a any liquidation payment with respect to, to any of its capital stock (other than (i1) purchases repurchases, redemptions or other acquisitions of shares of the Guarantor's capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorplans, (ii2) as a result of a reclassification of the Guarantor's capital stock or the an exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, stock or (iii3) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to this Guarantee Agreement). In addition, so long as any Preferred Securities remain outstanding, the Guarantee Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Securities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes and (iii) will cause the Issuer to remain a statutory business trust, except in connection with a distribution of the Debentures, the redemption of all of the Trust Securities Guarantee) to or mergers, consolidations or amalgamations, each as provided in the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsTrust Agreement.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall will not declare or pay any dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital common stock (other than or preferred stock or make any guarantee payment with respect thereto if at such time (i) purchases the Guarantor shall be in default with respect to its Guarantee Payments or acquisitions other payment obligations hereunder, (ii) there shall have occurred any Event of Default (as defined in the Declaration) or (iii) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in connection accordance with the satisfaction terms of such preferred stock or (iii) cash payments made by the Guarantor in lieu of its obligations under any employee or agent benefit plans or delivering fractional shares upon the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorredemption, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital any preferred stock of the Guarantor (or rights as may be outstanding from time to acquire capital time in accordance with the terms of such preferred stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of . In addition, so long as any rights outstanding under a shareholder rights plan)Preferred Securities remain outstanding, (b) the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Securities and shall not make any payment of interest, principal cause or premium, if any, on or repay, repurchase or redeem any debt securities issued by permit the Guarantor that rank junior Common Securities to the Debentures be transferred except to the extent appropriate notice has been given such transfer is permitted under Section 9.01(c) of the Declaration, provided that any permitted successor of the Guarantor under the Indenture may succeed to the holders thereof effectively blocking such payment or to Guarantor's ownership of the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, Common Securities; and (cii) will use reasonable efforts to cause the Guarantor shall not make any guarantee payments Issuer to continue to be treated as a grantor trust for United States Federal income tax purposes, except in connection with respect to a distribution of Debentures as provided in the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an Event event of Default default under the Declaration and written notice of such Event of Default has been given to the GuarantorDeclaration, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital shares of its common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock shares of the Guarantorits common stock, (ii) as a result of a reclassification of the Guarantor's its capital stock or the exchange or conversion of one class or series of the Guarantor's its capital stock for another class or series of the Guarantor's its capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases pursuant to the Guarantor's Rights Agreement, dated August 7, 1995, between the Guarantor and AmSouth Bank of any rights outstanding under a shareholder rights planAlabama as Rights Agent), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or this Agreement, the Common Securities Guarantee, dated as of , 20 (the "Common Guarantee") of the Guarantor with respect to the extent appropriate notice has been given % Trust Originated Common Securities of the Trust, the Preferred Securities Guarantee dated as of August 22, 2001 and the Common Securities Guarantee, dated August 22, 2001 of the Company with respect to the beneficiaries thereof effectively blocking such payment or 71/2% Trust Originated Preferred Securities Series D of PLC Capital Trust III and the Preferred Securities Guarantee, dated as of September 25, 2002, the Common Securities Guarantee dated as of September 25, 2002 of the Company with respect to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments71/4% Trust Originated Preferred Securities Series E of PLC Capital Trust IV.

Limitation of Transactions. So long as If dividends have not been paid in full when due on the Series A Preferred Shares or any Preferred Securities remain outstanding, if there shall other amounts have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has not been given paid when due with respect to the GuarantorSeries A Preferred Shares, then (a) including, without limitation the Redemption Price and the Liquidation Price, the Guarantor shall not declare (and shall not allow any of its subsidiaries (whether existing on or pay dividends or make any distribution with respect after the date hereof) to: (i) pay, or declare and set aside for payment, any dividends on any of the most senior preferred shares of Guarantor as regards participation in profits of Guarantor (“Guarantor dividend parity shares”), unless the amount of any dividends declared on any Guarantor dividend parity shares is paid on the Guarantor dividend parity shares and the Series A Preferred Shares on a pro rata basis on the date such dividends are paid on such Guarantor dividend parity shares, so that: (x) the ratio that (A) the aggregate amount of dividends paid on the Series A Preferred Shares bears to (B) the aggregate amount of dividends paid on such Guarantor dividend parity shares is the same as: (y) the ratio that (A) the aggregate of all accrued and unpaid dividends in respect of the Series A Preferred Shares bears to (B) the aggregate of all accrued and unpaid dividends in respect of such Guarantor dividend parity shares; (ii) pay, or declare and set aside for payment, any dividends on any shares of the Guarantor’s capital stock ranking junior to the Guarantor dividend parity shares; or (iii) voluntarily redeem, purchase, or otherwise acquire any Guarantor dividend parity shares or make any Guarantor shares ranking junior to the Guarantor dividend parity shares; until, in each case, such time as all accrued and unpaid dividends on the Series A Preferred Shares shall have been paid in full (or payments have been made in respect of such dividends by the Guarantor pursuant to the Guarantee) for all quarterly dividend periods terminating on or prior to, in the case of clauses (i) and (ii), such payment, and in the case of clause (iii), the date of such redemption, purchase or acquisition. Neither the Guarantor nor any subsidiary of the Guarantor shall voluntarily redeem, purchase or otherwise acquire, or pay a liquidation payment preference with respect to, any shares of its capital stock of the Guarantor ranking junior to the Guarantor’s obligations under the guarantee or any preferred shares of affiliates of the Guarantor entitled to the benefits of a guarantee ranking junior to this Guarantee Agreement as to participation in assets of the Guarantor upon liquidation until such time as all accrued and unpaid dividends and any other amounts then owing with respect to the Series A Preferred Shares have been paid in full (other than or payments have been made in respect of such dividends by the Guarantor pursuant to the Guarantee). Neither the Guarantor, nor any subsidiary of the Guarantor, shall pay dividends, or make guarantee payments with respect to dividends, on any preferred shares of affiliates of the Guarantor entitled to the benefits of a guarantee ranking junior to the guarantee as to participation in profits of the Guarantor until such time as all accrued dividends payable on the Series A Preferred Shares shall have been paid in full (or payments have been made in respect of such dividends by the Guarantor pursuant to the Guarantee). The foregoing provisions shall not prevent or restrict the Guarantor from making: (i) purchases dividends in shares of, or acquisitions options, warrants or rights to subscribe for or purchase shares of, Common Stock; (ii) any declaration of a dividend in the form of capital stock of the Guarantor in connection with the satisfaction implementation by the Guarantor of its obligations a stockholders’ rights plan, or the issuance of rights or Common Stock under any employee or agent benefit plans or such plan in the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, future; (iii) the purchase payments pursuant to this Guarantee Agreement; (iv) cash payments in respect of fractional interests shares in shares of the Guarantor's capital stock pursuant to accordance with customary market practices upon the conversion or exchange provisions of such capital securities convertible or exchangeable into Common Stock of the Guarantor; (v) purchases of Common Stock in connection with any stock option, stock purchase or the security being converted other benefit plan pursuant to any pre-existing contractual agreement with an officer, director or exchanged, (iv) dividends or distributions in capital stock employee of the Guarantor (or rights pursuant to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or any dividend reinvestment plan, provided that any such purchases pursuant to this clause (v) redemptions shall not exceed $2,000,000 in the aggregate during the term of this Guarantee Agreement and any Successor Guarantee; (vi) a distribution in connection with a consolidation, merger or purchases reorganization, the result of any rights outstanding under a shareholder rights plan), (b) which is that the Guarantor and the Issuer shall not make any payment have become a single entity, to (i) holders of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures Series A Preferred Shares of securities ranking junior to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, Series A Preferred Shares; and (cii) the Guarantor shall not make any guarantee payments holders of parity securities with respect to the foregoing Series A Preferred Shares of securities junior to or on parity with the Series A Preferred Shares; and (other than vii) cash payments pursuant to the Guarantee in lieu of fractional shares, in accordance with customary market practices, in connection with a consolidation, merger or the Common Securities Guaranteereorganization contemplated in clause (vi) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsimmediately above.

Limitation of Transactions. So (a) For as long as any Class B Preferred Securities remain outstanding and the Upper Tier 2 Percentage of the Class B Preferred Securities exceeds zero, the Guarantor undertakes not to give any guarantee or similar undertaking with respect to, or enter into any other agreement relating to the support of, or payment of any amounts in respect of, any Group Capital Securities of any of its affiliates which guarantee or similar undertaking or other support agreement would rank senior in any regard to this Class B Preferred Guarantee unless this Class B Preferred Guarantee is amended to give the Holders of the Class B Preferred Securities with respect to the Upper Tier 2 Percentage thereof such rights and entitlements as are contained in or attached to such other guarantee, similar undertaking or agreement so that the Guarantor’s obligations under this Class B Preferred Guarantee relating to the Upper Tier 2 Percentage of the Class B Preferred Securities rank at least on parity with, and contain, substantially equivalent rights of priority as to payment, as such guarantee, similar undertaking or other support agreement. “Group Capital Securities”, as used herein, includes any interests in the capital of any person that rank (A) senior to the preference shares, Preferred Tier 1 Capital Securities and common shares of such person and (B) junior to all other obligations of such person that (i) rank senior to the preference shares and Preferred Tier 1 Capital Securities, if any, of such person and (ii) do not by their terms rank pari passu with such interests. (b) From and including the date of the first Tier 1 Qualification Election, if any, and for so long as any Class B Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall undertakes not declare to issue any preference shares ranking senior on liquidation to its obligations under this Class B Preferred Guarantee or pay dividends give any guarantee or make any distribution similar undertaking with respect to, or redeem, purchase, acquire enter into any other agreement relating to the support or make a liquidation payment with of amounts in respect toof, any other preference shares (or instruments ranking on parity with or junior to preference shares) issued by any other affiliated entity that would rank senior in right of its capital stock (other than (i) purchases or acquisitions of capital stock payment to the Guarantor’s obligations under this Class B Preferred Guarantee in respect of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock Tier 1 Percentage of the GuarantorClass B Preferred Securities, (ii) as a result unless this Class B Preferred Guarantee is amended to give the Holders of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments Class B Preferred Securities with respect to the foregoing Tier 1 Percentage thereof such rights and entitlements as are contained in or attached to such other guarantee, similar undertaking or agreement so that the Guarantor’s obligations under this Class B Preferred Guarantee relating to the Tier 1 Percentage of the Class B Preferred Securities rank at least on parity with, and contain substantially equivalent rights of priority as to payment as, such guarantee, similar undertaking or other support agreement. (other than payments c) The Guarantor shall pay all amounts required to be paid pursuant to this Class B Preferred Guarantee in respect of any Capital Payments on the Guarantee Class B Preferred Securities payable in respect of the most recent Class B Payment Period prior to any dividend or other payment (except dividends in the Common Securities Guaranteeform of Shares) to upon the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsShares.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall will not declare or pay any dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital common stock (other than or preferred stock or make any guarantee payment with respect thereto if at such time (i) purchases the Guarantor shall be in default with respect to its Guarantee Payments or acquisitions other payment obligations hereunder, (ii) there shall have occurred any Event of Default (as defined in the Declaration) or (iii) the Guarantor shall have given notice of its selection of an extension period (as defined in the Indenture) and such period, or any extension thereof, is continuing; PROVIDED, HOWEVER, that the foregoing restrictions will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in connection accordance with the satisfaction terms of such preferred stock or (iii) cash payments made by the Guarantor in lieu of its obligations under any employee or agent benefit plans or delivering fractional shares upon the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorredemption, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital any preferred stock of the Guarantor (or rights as may be outstanding from time to acquire capital time in accordance with the terms of such preferred stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of . In addition, so long as any rights outstanding under a shareholder rights plan)Preferred Securities remain outstanding, (b) the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Securities and shall not make any payment of interest, principal cause or premium, if any, on or repay, repurchase or redeem any debt securities issued by permit the Guarantor that rank junior Common Securities to the Debentures be transferred except to the extent appropriate notice has been given such transfer is permitted under Section 9.01(c) of the Declaration; PROVIDED that any permitted successor of the Guarantor under the Indenture may succeed to the holders thereof effectively blocking such payment or to Guarantor's ownership of the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, Common Securities; and (cii) will use reasonable efforts to cause the Guarantor shall not make any guarantee payments Issuer to continue to be treated as a grantor trust for United States Federal income tax purposes, except in connection with respect to a distribution of Debentures as provided in the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if at any time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (x) with the giving of notice or the lapse of time, or both, would constitute an Event of Default or an Event and (y) in respect of Default under which the Declaration and written notice of such Event of Default has been given Guarantor shall not have taken reasonable steps to the Guarantorcure, then (aii) the Guarantor shall not be in default with respect to its payment of any obligations under this Capital Securities Guarantee and the Debentures held by the Property Trustee, or (iii) the Guarantor shall have given notice of its election of the exercise of its right to defer payment of interest pursuant to Section 16.01 of the Indenture and any such extension shall be continuing, then the Guarantor shall not (1) declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, to any of its the Guarantor's capital stock (other than which includes common and preferred stock); (i2) purchases make any payment of principal, premium, if any, or acquisitions of capital stock of the Guarantor in connection interest on or repay or repurchase or redeem any debt (3) make any guarantee payments with the satisfaction respect to any guarantee by the Guarantor of its obligations under the debt securities of any employee or agent benefit plans or the satisfaction by subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of its obligations pursuant payment to any contract the Debentures other than (a) dividends or security outstanding on the date distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of such event requiring the Guarantor to purchase capital common stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a direct result of, and only to the extent necessary to avoid the issuance of fractional shares of the Guarantor's capital stock following, a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iiie) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (ivf) dividends purchases of common stock related to the issuance of common stock or distributions in capital stock rights under any of the Guarantor (Guarantor's benefit plans for its directors, officers or rights to acquire capital stock) employees or repurchases or redemptions any of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsGuarantor's dividend reinvestment plans.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall agrees that it will not declare or pay dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital common stock or preferred stock (other than (ia) purchases dividends or acquisitions of capital stock of the Guarantor distributions in connection with the satisfaction by the Guarantor of its obligations under any employee shares of, or agent benefit plans options, warrants, rights to subscribe for or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital shares of, common stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iiid) the payment of accrued dividends and the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (ive) dividends or distributions in capital stock purchases of the Guarantor (Guarantor's common stock related to the issuance of the Guarantor's common stock or rights to acquire capital stockunder any of the Guarantor's benefit plans for its directors, officers or employees, any of the Guarantor's dividend reinvestment plans or stock purchase plans, or any of the benefit plans of any of the Guarantor's Affiliates, for such Affiliate's directors, officers or employees) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or make any guarantee payment with respect thereto, if at such time (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (bi) the Guarantor shall not make be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any payment event of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized default under the agreements governing such debt securities, and Declaration or (ciii) the Guarantor shall have given notice of its election of an Extended Interest Payment Period and such period, or any extension thereof, is continuing. In addition, so long as any Preferred Securities remain outstanding, the Guarantor agrees that it (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee cause or permit the Common Securities Guarantee) to be transferred except to the extent appropriate notice has been given such transfer is permitted under Section 9.01 of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the beneficiaries thereof effectively blocking such payment or Guarantor's ownership of the Common Securities and (ii) will use reasonable efforts to cause the extent Issuer to continue to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall not (a) declare or pay any dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock except for dividends, payments or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series distributions payable in shares of the Guarantor's capital stock, (iii) the purchase reclassifications of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion and conversions or exchange provisions exchanges of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of one class or series for capital stock of another class or series and except for a redemption, purchase or other acquisition of shares of or its capital stock made for the purpose of an employee incentive plan or benefit plan or other similar arrangement of the Guarantor (or rights to acquire capital stock) any of its subsidiaries or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal of or premium, if any, on on, or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior in right of payment to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment (except by conversion into or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and exchange for shares of its capital stock) or (c) the Guarantor shall not make any guarantee payments with respect to the foregoing foregoing, if at such time (i) the Guarantor shall be in default with respect to its Guarantee Payments or other than payments payment obligations under this Capital Securities Guarantee Agreement; (ii) there shall have occurred and be continuing an event of default under the Indenture; or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 313 of the Guarantee Indenture and any such period, or any extension thereof, shall be continuing. So long as any Capital Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities Guarantee) to be transferred except to the extent appropriate notice has been given permitted by the Declaration; provided, that any permitted successor of the Guarantor under the Indenture may succeed to the beneficiaries thereof effectively blocking such payment or Guarantor's ownership of the Common Securities, and (ii) will not take any action which will cause the Trust to the extent the failure cease to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsbe treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (a) there shall have occurred an Event of Default, (b) there shall have occurred an Event of Default or an Event of Default (as defined under the Declaration and written notice Indenture) or (c) the Debenture Issuer has exercised its option to defer interest payments on the Debentures by extending the interest payment period as provided in Article IV of such Event of Default has been given the First Supplemental Indenture to the GuarantorIndenture, and such period or extension thereof shall be continuing, then (ai) the Guarantor shall not, and shall not permit the Debenture [Issuer OR Guarantor] to declare or pay dividends or any dividend on, make any distribution with respect relating to, or redeem, purchase, acquire acquire, or make a liquidation payment with respect relating to, any of its capital stock or make any guarantee payments with respect thereto (other than (iA) purchases repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by any other contractual obligation of the Guarantor of its obligations pursuant (other than a contractual obligation ranking pari passu with or junior to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the GuarantorDebentures), (iiB) as a result of a reclassification of the Guarantor's capital stock of the Guarantor or the Debenture [Issuer OR Guarantor] or the exchange or conversion of one class or series of the Guarantor's capital stock of the Guarantor or the Debenture [Issuer OR Guarantor] for another class or series of the capital stock of the Guarantor or the Debenture [Issuer OR Guarantor's capital stock], (iiiC) the purchase of fractional interests in shares of the Guarantor's capital stock of the Guarantor or the Debenture [Issuer OR Guarantor] pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (ivD) dividends or and distributions in made upon the capital stock of the Guarantor (or the Debenture [Issuer OR Guarantor] or rights to acquire capital stock) or repurchases or redemptions of that capital stock solely from with the issuance Guarantor's or exchange of the Debenture [Issuer OR Guarantor]'s capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights planto acquire that capital stock), (bii) the Guarantor shall not and shall not permit the Debenture [Issuer OR Guarantor] to make any payment of interest, principal or premium, if any, on on, or repay, repurchase or redeem any debt securities issued by the Guarantor or the Debenture [Issuer OR Guarantor] that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (ciii) the Guarantor shall not make, and shall not permit the Debenture [Issuer OR Guarantor] to make any guarantee payments with respect to the foregoing (other than payments pursuant to the this Preferred Securities Guarantee or the guarantee under the Indenture). In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities Guaranteeand (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if (a) for any distribution period, full distributions on a cumulative basis on any Trust Preferred Securities have not been paid or declared and set apart for payment, (b) an Event of Default (as defined in the Subordinated Indenture) has occurred and is continuing or there shall have occurred and be continuing any event of which the Guarantor has actual knowledge that, with the giving of notice or lapse of time, or both, would constitute an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given with respect to the GuarantorSubordinated Debentures, then (ac) the Guarantor is in default of its obligations under this Trust Preferred Securities Guarantee or the Trust Common Securities Guarantee, or (d) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Subordinated Indenture) as provided in the Subordinated Indenture with respect to the Subordinated Debentures and shall not have rescinded such notice, or such Extension Period (or any extension thereof) shall be continuing, then, during such period the Guarantor shall not (i) declare or pay dividends or on, make any distribution distributions with respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, to any of its capital stock (except for dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, its capital stock and conversions or exchanges of common stock of one class into common stock of another class) or (ii) make any payments of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor that rank pari passu with or junior to the Subordinated Debentures (other than (iv) purchases any redemption, liquidation, interest, principal or acquisitions of capital stock of the Guarantor in connection with the satisfaction guarantee payment by the Guarantor where the payment is made by way of its obligations securities (including capital stock) that rank pari passu with or junior to the securities on which such redemption, liquidation, interest, principal or guarantee payment is being made, (w) payments under this Trust Preferred Securities Guarantee or the Trust Common Securities Guarantee, (x) purchases of Common Stock related to the issuance of Common Stock under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor's benefit plans for its directors, officers or employees, (iiy) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one series or class or series of the Guarantor's capital stock for another series or class or series of the Guarantor's capital stock, and (iiiz) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments.

Limitation of Transactions. (a) The Guarantor, for so long as any Company Preferred Securities or any claims under the Guarantee remain outstanding, shall (i) maintain, or shall cause any one or more Qualified Subsidiaries (each, a “Potential Securityholder”) to maintain, 100% ownership of the Ordinary Shares. The Guarantor may transfer or permit the transfer of the Ordinary Shares from one Potential Securityholder to another Potential Securityholder; provided that prior to such transfer it has received an opinion of a nationally recognized U.S. law firm experienced in such matters to the effect that such transfer will not cause the Company to become an “investment company” within the meaning of the Investment Company Act. (b) The Guarantor, for so long as any of the Company Preferred Securities or any claims under the Guarantee remain outstanding, shall, to the fullest extent permitted by law, not permit, or take any action to cause, the dissolution, liquidation, termination or winding up of the Company, unless the Guarantor is itself in liquidation. The Guarantor shall from time to time pay on behalf of the Company all Operating Expenses or contribute to the Company such funds as are necessary in order to enable the Company to pay its Operating Expenses on or before any date when any such Operating Expenses are due. (c) So long as any Company Preferred Securities or any claims under the Guarantee remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall not declare or pay procure that dividends or make other distributions on any distribution with respect to, Parity Securities are only declared or redeem, purchase, acquire payable on the same date on which dividends may be declared and payable on the Company Preferred Securities (absent prior consent of all Holders of the Company Preferred Securities). If actual declaration or make payment of dividends or other distributions on Parity Securities will occur on a liquidation payment with respect to, any of its capital stock (date other than (i) purchases the corresponding declaration or acquisitions of capital stock of payment date for the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant Company Preferred Securities due to the conversion effect of differing business day conventions or exchange provisions of such capital stock or the security being converted or exchangedbusiness day definitions, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any be deemed to comply with this Section 3.01(c) so long as amounts declared or payable on the Parity Securities and the Company Preferred Securities are calculated on the basis of a common payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by date as provided in the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsArticles.

Limitation of Transactions. So (a) The Guarantor, for so long as any Class B Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall not declare issue any preferred or pay dividends preference shares ranking senior on liquidation to its obligations under this Guarantee or make give any distribution with guarantee in respect to, of any preferred securities or redeem, purchase, acquire preferred or make a liquidation payment with respect to, preference shares issued by any of its capital stock subsidiaries if such guarantee would rank senior to this Guarantee, unless this Guarantee is amended to give the Holders of the Class B Preferred Securities such rights and entitlements as are contained in or attached to such other guarantee so that this Guarantee ranks pari passu with such guarantee and pari passu on liquidation with any declared dividend or declared liquidation payments of such preferred or preference shares. (b) The Guarantor shall pay all amounts required to be paid pursuant to this Guarantee in respect of any Dividends on the Class B Preferred Securities payable in respect of the most recent Dividend Period prior to any dividend or other than payment (except dividends in the form of the Ordinary Shares) upon the Ordinary Shares (whether issued directly or by a subsidiary of the Guarantor and entitled to the benefits of a guarantee ranking junior to this Guarantee). (c) The Guarantor, for so long as any Class B Preferred Securities remain outstanding, shall maintain, or shall cause [the Bank or] any one or more Qualified Subsidiaries (each, a "Potential Securityholder") to maintain, 100% ownership of the Company Common Securities. The Guarantor may transfer and permit the transfer of the Company Common Securities from one Potential Securityholder to another Potential Securityholder, provided that prior to such transfer it has received an opinion of a nationally recognized law firm experienced in such matters to the effect that (A) the Company will continue to be treated as a partnership for United States federal income tax purposes and such transfer will not cause the Company to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (B) such transfer will not cause the Company or, where a Trust is the Holder of Class B Preferred Securities, the Trust to be required to register under the 1940 Act and (C) such transfer will not adversely affect the limited liability of the Holders of the Class B Preferred Securities. (d) The Guarantor for so long as any Class B Preferred Securities remain outstanding, (i) purchases or acquisitions of capital stock shall cause the [CLASS A PREFERRED SECURITYHOLDER] to maintain 100% ownership of the Class A Preferred Securities, (ii) shall cause the Company to remain a limited liability company, (iii) shall use its commercially reasonable efforts to ensure that the Company will not be an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes, (iv) shall cause the Company to remain a limited liability company and not to voluntarily dissolve, wind up, liquidate or be terminated, except as permitted by the LLC Agreement, and (v) where a Trust is the Holder of Class B Preferred Securities, shall use its commercially reasonable efforts to ensure that the Trust will not be classified as other than a grantor trust for United States federal income tax purposes. (e) The Guarantor, for so long as any of the Class B Preferred Securities are outstanding, shall not permit, or take any action to cause, the dissolution, liquidation, termination or winding up of the Company, unless the Guarantor is itself in liquidation and the approval of the Dutch Central Bank, if then required, to such action has been received. (f) If a Trust is the Holder of Class B Preferred Securities, and if the Class B Preferred Securities are distributed to Holders of Trust Preferred Securities in connection with the satisfaction by the Guarantor of its obligations under any employee involuntary or agent benefit plans voluntary dissolution, winding-up or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock liquidation of the GuarantorTrust, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interestuse its commercially reasonable efforts to cause the Class B Preferred Securities to be listed on the [New York Stock Exchange], principal the [Luxembourg Stock Exchange] or premium, if any, on such other national securities exchange or repay, repurchase similar organization as the Trust Preferred Securities are then listed or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsquoted on.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the neither Guarantor shall not declare or pay dividends or make any distribution with respect todividend on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than (i) payments pursuant under this Guarantee Agreement or the equivalent guarantee agreements respecting preferred securities of Aetna Capital Trust_____,_____or_____, (ii) acquisitions of shares of a Guarantor's common stock in connection with the satisfaction by such Guarantor of its obligations under any employee benefit plan, (iii) stock repurchases in the open market, (iv) redemptions of any share purchase rights issued by a Guarantor or the declaration of a dividend of share purchase rights, (v) accrued dividends (and cash in lieu of fractional shares) upon the conversion of any preferred stock of such Guarantor as may be outstanding from time to time, in each case in accordance with the Guarantee terms of such stock and (vi) stock dividends paid by a Guarantor or any dividends paid by the Company provided the Company is a direct or indirect wholly owned subsidiary of the Guarantor), if at such time (a) the Guarantors shall be in default with respect to their payment obligations hereunder, (b) there shall have occurred and be continuing an event of default under the Declaration or (c) the Company shall have given notice of its election of an Extended Interest Payment Period (as defined in the Indenture) and such period, or any extension thereof, is continuing. In addition, so long as any Preferred Securities remain outstanding, each Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities Guarantee) to be transferred except to the extent appropriate notice has been given such transfer is permitted under Section 9.1(c) of the Declaration; provided that any permitted successor of a Guarantor under the Indenture may succeed to the beneficiaries thereof effectively blocking such payment Guarantor's direct or indirect ownership of the Common Securities and (ii) will use reasonable efforts to cause the extent Issuer to continue to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall not declare or pay dividends or make any distribution with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases repurchases of any rights outstanding under a shareholder rights planplan and the declaration of a dividend of rights in the future), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures (to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securitiesdebt), and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an Event event of Default default under the Declaration and written notice of such Event of Default has been given to the GuarantorDeclaration, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital shares of its common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock shares of the Guarantorits common stock, (ii) as a result of a reclassification of the Guarantor's its capital stock or the exchange or conversion of one class or series of the Guarantor's its capital stock for another class or series of the Guarantor's its capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases pursuant to the Guarantor's Rights Agreement, dated August 7, 1995, between the Guarantor and AmSouth Bank of any rights outstanding under a shareholder rights planAlabama as Rights Agent), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or this Agreement, the Common Securities Guarantee, dated as of __________, 199_ (the "Common Guarantee") of the Guarantor with respect to the extent appropriate notice has been given ___% Trust Originated Common Securities of the Trust, the Preferred Securities Guarantee Agreement, dated April 29, 1997 of the Guarantor with respect to the beneficiaries thereof effectively blocking such payment or 8 1/4% Trust Originated Preferred Securities of PLC Capital Trust I, the Common Securities Guarantee Agreement, dated as of April 29, 1997 of the Guarantor with respect to the extent 8 1/4% Trust Originated Common Securities of PLC Capital Trust I and the failure Guarantee Agreement, dated as of June 9, 1994 of the Guarantor with respect to make any such payment is otherwise authorized under the agreements governing such guarantee payments9% Cumulative Monthly Income Preferred Securities, Series A of PLC Capital L.L.C.).

Limitation of Transactions. So (a) The Guarantor, for so long as any Company Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall not declare issue any preferred or pay dividends preference shares ranking senior on liquidation to its obligations under this Guarantee or make give any distribution with guarantee in respect to, of any preferred securities or redeem, purchase, acquire preferred or make a liquidation payment with respect to, preference shares issued by any of its capital stock subsidiaries if such guarantee would rank senior to this Guarantee, unless this Guarantee is amended to give the Holders of the Company Preferred Securities such rights and entitlements as are contained in or attached to such other guarantee so that this Guarantee ranks pari passu with such guarantee and pari passu on liquidation with any declared dividend or declared liquidation payments of such preferred or preference shares. (b) The Guarantor shall pay all amounts required to be paid pursuant to this Guarantee in respect of any Dividends on the Company Preferred Securities payable in respect of the most recent Dividend Period prior to any dividend or other than payment (except dividends in the form of Shares) upon the Shares. (c) The Guarantor, for so long as any Company Preferred Securities or Trust Preferred Securities remain outstanding, shall not (i) purchases issue any liquidation preference participation rights (not being capital stock) ranking senior to or acquisitions of capital stock pari passu with the right to liquidation payments under any Parity Preferred Shares, (ii) create, incur or permit to exist any debt junior to its obligations under this Guarantee or (iii) create, incur or permit to exist any debt that ranks pari passu with this Guarantee, in each case unless such liquidation preference participation rights or debt contains a provision substantially similar to the proviso contained in Section 4.01(a). (d) The Guarantor, for so long as any Company Preferred Securities or Trust Preferred Securities remain outstanding, shall maintain, or shall cause any one or more Qualified Subsidiaries (each, a “Potential Securityholder”) to maintain, 100% ownership of the Company Common Securities. The Guarantor may transfer or permit the transfer of the Company Common Securities from one Potential Securityholder to another Potential Securityholder; provided that prior to such transfer it has received an opinion of a nationally recognized U.S. law firm experienced in such matters to the effect that (A) [the Company will continue to be treated as a partnership for U.S. federal income tax purposes and such transfer will not cause the Company to be classified as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes,] (B) such transfer will not cause the Company [or the Trust] to be required to register under the Investment Company Act and (C) such transfer will not adversely affect the limited liability of the Holders of the Company Preferred Securities [if the Trust is the Initial Holder, insert: (and so long as the Initial Holder is the Holder of the Company Preferred Securities, of the Holders of the Trust Preferred Securities)]. (e) The Guarantor, for so long as any Company Preferred Securities [or Trust Preferred Securities] remain outstanding, (i) [shall use its commercially reasonable efforts to ensure that the Company will not be an association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes,] (ii) shall cause the Company to remain a limited [liability] company and not to voluntarily dissolve, wind up, liquidate or be terminated, except as permitted by the Company Securities Agreement and (iii) [if the Trust is the Initial Holder insert: shall use its commercially reasonable efforts to ensure that the Trust will not be classified as other than a grantor trust for U.S. federal income tax purposes.] (f) The Guarantor, for so long as any of the Company Preferred Securities are outstanding, shall, to the fullest extent permitted by law, not permit, or take any action to cause, the dissolution, liquidation, termination or winding up of the Company, unless the Guarantor is itself in liquidation. (g) [If the Trust is the Initial Holder, insert: If the Company Preferred Securities are distributed to Holders of Trust Preferred Securities in connection with the satisfaction by the Guarantor of its obligations under any employee involuntary or agent benefit plans voluntary dissolution, winding-up or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock liquidation of the GuarantorTrust, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal use its commercially reasonable efforts to cause the Company Preferred Securities to be listed on such national or premium, if any, on foreign securities exchange or repay, repurchase similar organization as the Trust Preferred Securities are then listed or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsquoted on.]

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default Default, an event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Declaration Indenture or a selection by the Guarantor of an Extended Interest Payment Period as provided in the Indenture and written notice of such Event of Default has been given to the Guarantorperiod, or any extension thereof, shall be continuing, then (a) the Guarantor shall not declare or pay dividends any dividend on, or make any distribution with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions stock dividends declared and paid by the Guarantor which stock dividends consist of capital the stock of the Guarantor in connection with same class as that on which the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security dividend is being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights planpaid), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase purchase or redeem any debt securities issued by the Guarantor that which rank pari passu with or junior to the Debentures to (other than stock dividends declared and paid by the extent appropriate notice has been given to Guarantor which stock dividends consist of the holders thereof effectively blocking such payment or to stock of the extent same class as that on which the failure to make any such payment dividend is otherwise authorized under the agreements governing such debt securities, being paid) and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee Preferred Securities Guarantee). Notwithstanding the foregoing, the Guarantor may at any time (a) purchase or acquire its capital stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or pursuant to any contract or security outstanding on the first day of any such event requiring the Guarantor to purchase its capital stock; (b) reclassify its capital stock or exchange or convert one class or series of its capital stock for another class or series of its capital stock; (c) purchase fractional interests in its capital stock pursuant to the conversion or exchange provisions of such capital stock or the Common Securities Guaranteesecurity being converted or exchanged; (d) declare dividends or distributions in its capital stock, including stock dividends paid by the Guarantor which consist of the stock of the same class as that on which any dividend is being paid; (e) redeem or purchase any rights pursuant to the extent appropriate notice has been given a rights agreement; and (f) make payments under any Guarantee related to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsPreferred Securities.

Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if (a) for any distribution period, full distributions on a cumulative basis on any Trust Preferred Securities have not been paid or declared and set apart for payment, (b) an Event of Default (as defined in the Subordinated Indenture) has occurred and is continuing or there shall have occurred and be continuing any event of which the Guarantor has actual knowledge that, with the giving of notice or lapse of time, or both, would constitute an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given with respect to the GuarantorSubordinated Debentures, then (ac) the Guarantor is in default of its obligations under this Trust Preferred Securities Guarantee or the Trust Common Securities Guarantee, or (d) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Subordinated Indenture) as provided in the Subordinated Indenture with respect to the Subordinated Debentures and shall not have rescinded such notice, or such Extension Period (or any extension thereof) shall be continuing, then, during such period the Guarantor shall not (i) declare or pay dividends or on, make any distribution distributions with respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, to any of its capital stock Capital Stock (other than except for (iw) purchases or acquisitions of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor's Common Stock related to the issuance of its Common Stock under any of the Guarantor's benefit plans for its directors, officers or employees, (iix) as a result of a reclassification of the the Guarantor's capital stock Capital Stock or the exchange or conversion of one series or class or series of the Guarantor's capital stock Capital Stock for another series or class or series of the Guarantor's capital stockCapital Stock, (iiiy) the purchase of fractional interests in shares of the Guarantor's capital stock Capital Stock pursuant to the conversion or exchange provisions of such capital stock Capital Stock or the security being converted or exchanged, and (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (vz) redemptions or purchases of any rights outstanding under pursuant to a shareholder rights planplan and the issuance of Capital Stock pursuant to such rights), (bii) the Guarantor shall not make any payment payments of interestprincipal, principal interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities issued by of the Guarantor that rank pari passu with or junior to the Debentures (other than any redemption, liquidation, interest, principal or guarantee payment by the Guarantor where the payment is made by way of securities (including the Guarantor's Capital Stock) that rank pari passu with or junior to the extent appropriate notice has been given to the holders thereof effectively blocking securities on which such payment redemption, interest, principal or to the extent the failure to make any such guarantee payment is otherwise authorized under the agreements governing such debt securities, and being made) or (ciii) the Guarantor shall not make any guarantee payments with respect to regarding the foregoing (other than payments pursuant to under the Guarantee or the Common Trust Preferred Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments.

Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if (a) there shall have occurred an Event of Default, (b) there shall have occurred an Event of Default or an Event of Default (as defined under the Declaration Indenture) or (c) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period as provided in Article IV of the First Supplemental Indenture and written notice of such Event of Default has been given to the Guarantorperiod or extension thereof shall be continuing, then (ai) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution or other payment with respect to, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its capital stock (other than (iA) purchases repurchases, redemptions or other acquisitions of shares of the Guarantor's capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorplans, (iiB) as a result of a reclassification of the Guarantor's capital stock or the an exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, stock or (iiiC) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (bii) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (ciii) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the this Common Securities Guarantee). In addition, so long as any Common Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the extent appropriate notice has been given Guarantor's ownership of the Common Securities, (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes and (iii) remain a statutory business trust, except in connection with a distribution of Debentures, the beneficiaries thereof effectively blocking such payment redemption of all of the Trust Securities, or to mergers, consolidations or amalgamations, each as provided in the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall will not declare or pay any dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital common stock (other than or preferred stock or make any guarantee payment with respect thereto if at such time (i) purchases the Guarantor shall be in default with respect to its Guarantee Payments or acquisitions other payment obligations hereunder, (ii) there shall have occurred any Event of Default (as defined in the Declaration) or (iii) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in connection accordance with the satisfaction terms of such preferred stock or (iii) cash payments made by the Guarantor in lieu of its obligations under any employee or agent benefit plans or delivering fractional shares upon the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorredemption, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital any preferred stock of the Guarantor (or rights as may be outstanding from time to acquire capital time in accordance with the terms of such preferred stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of . In addition, so long as any rights outstanding under a shareholder rights plan)Preferred Securities remain outstanding, (b) the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Securities and shall not make any payment of interest, principal cause or premium, if any, on or repay, repurchase or redeem any debt securities issued by permit the Guarantor that rank junior Common Securities to the Debentures be transferred except to the extent appropriate notice has been given to such transfer is permitted under Section 9.01(c) of the holders thereof effectively blocking such payment or to the extent the failure to make Declaration, provided that any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments.permitted successor of

Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an Event event of Default default under the Declaration and written notice of such Event of Default has been given to the GuarantorTrust Agreement, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital shares of its common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock shares of the Guarantorits common stock, (ii) as a result of a reclassification of the Guarantor's its capital stock or the exchange or conversion of one class or series of the Guarantor's its capital stock for another class or series of the Guarantor's its capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's its capital stock pursuant to an acquisition, the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases pursuant to the Guarantor's Rights Agreement, dated as of any rights outstanding under a shareholder rights planMay 11, 1999, as amended, between the Guarantor and ▇▇▇▇▇ Fargo Bank Minnesota, N.A. as successor in interest to ChaseMellon Shareholder Services, LLC), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Preferred Securities Guarantee, dated July 26, 2005 of the Guarantor with respect to the 6.750% Trust Originated Preferred Securities), this Agreement, the Capital Securities Guarantee or Agreement, dated as of June 6, 1997, the Common Securities Guarantee) Guarantee Agreement, dated as of December 20, 1996 with respect to the extent appropriate notice 8.197% Common Securities, and the Company's Rights Agreement, as amended, dated as of May 11, 1999, between the Company and ChaseMellon Shareholder Services, LLC (which has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentssucceeded by ▇▇▇▇▇ Fargo Bank Minnesota, N.A.).

Limitation of Transactions. (a) So long as any Preferred Securities remain outstanding, if there shall have occurred (i) an Event of Default or Default, (ii) an Event event of Default default under the Declaration and written Indenture which the Guarantor has not taken reasonable steps to cure, or (iii) delivery of notice by Guarantor under the Indenture of such Event the Guarantor’s selection of Default has been given an extension period as provided in the Indenture with respect to the GuarantorDebentures, which notice shall have not been rescinded and any such extension period, or any extension thereof, shall be continuing, then (a) the Guarantor shall not not: (A) declare or pay dividends or any dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorstock; or, (iiB) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) issued by the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant (w) any dividend, redemption, liquidation, interest, principal or guarantee payment by Guarantor where the payment is made in securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (x) payments made under the Preferred Securities Guarantee or and the Common Securities Guarantee; (y) as a result of a reclassification of the Guarantor’s capital stock or the exchange or conversion of one class or series of the Guarantor’s capital stock for another class or series of the Guarantor’s capital stock; and (z) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). (b) For so long as any Preferred Securities remain outstanding, the Guarantor will (i) maintain 100% direct or indirect ownership of the Common Securities of the Issuer; provided, however, that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor’s ownership of the Common Securities, (ii) not cause, as sponsor of the Issuer, or permit, as holder of Common Securities of the Issuer, the dissolution, winding – up, liquidation or termination of the Issuer, except in connection with a distribution of Debentures as provided in the Declaration and in connection with certain mergers, consolidations or amalgamations permitted by the Declaration, and (iii) use its reasonable efforts to cause the Issuer (A) to remain a statutory trust, except in connection with a distribution of Debentures, the extent appropriate notice has been given redemption of all of the Preferred Securities of the Issuer or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, and (B) to the beneficiaries thereof effectively blocking such payment or otherwise continue to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsbe classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall will not declare or pay dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital stock (other than (ia) purchases dividends or acquisitions of capital distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor Guarantor,(b) any declaration of a dividend in connection with the satisfaction by implementation of a stockholders' rights plan, or the Guarantor issuance of its obligations stock under any employee or agent benefit plans such plan in the future, or the satisfaction by the Guarantor redemption or repurchase of its obligations any such rights pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (iithereto,(c) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iiistock,(d) the payment of accrued dividends and the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (ive) dividends or distributions in capital stock purchases of the Guarantor (Guarantor's common stock related to the issuance of the Guarantor's common stock or rights to acquire capital stockunder any of the Guarantor's benefit plans for its directors, officers or employees, any of the Guarantor's dividend reinvestment plans or stock purchase plans, or any of the benefit plans of any of the Guarantor's Affiliates, for such Affiliate's directors, officers or employees) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or make any guarantee payment with respect thereto, if at such time (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (bi) the Guarantor shall not make be in default with respect to its Guarantee Payments or other payment obligations hereunder,(ii) there shall have occurred any payment event of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized default under the agreements governing such debt securities, and Declaration or (ciii) the Guarantor shall have given notice of its election of an Extended Interest Payment Period and such period, or any extension thereof, is continuing. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee cause or permit the Common Securities Guarantee) to be transferred except to the extent appropriate notice has been given such transfer is permitted under Section 9.01 of the Declaration; PROVIDED that any permitted successor of the Guarantor under the Indenture may succeed to the beneficiaries thereof effectively blocking such payment or Guarantor's ownership of the Common Securities and (ii) will use reasonable efforts to cause the extent Issuer to continue to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall will not declare or pay any dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital common stock (other than or preferred stock or make any guarantee payment with respect thereto if at such time (i) purchases the Guarantor shall be in default with respect to its Guarantee Payments or acquisitions other payment obligations hereunder, (ii) there shall have occurred any Event of Default (as defined in the Declaration) or (iii) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in connection accordance with the satisfaction terms of such preferred stock or (iii) cash payments made by the Guarantor in lieu of its obligations under any employee or agent benefit plans or delivering fractional shares upon the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorredemption, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital any preferred stock of the Guarantor (or rights as may be outstanding from time to acquire capital time in accordance with the terms of such preferred stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of . In addition, so long as any rights outstanding under a shareholder rights plan)Preferred Securities remain outstanding, (b) the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Securities and shall not make any payment of interest, principal cause or premium, if any, on or repay, repurchase or redeem any debt securities issued by permit the Guarantor that rank junior Common Securities to the Debentures be transferred except to the extent appropriate notice has been given to such transfer is permitted under Section 9.01(c) of the holders thereof effectively blocking such payment or to the extent the failure to make Declaration, provided that any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments.permitted successor of the

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (a) there shall have occurred an Event of Default, (b) there shall have occurred an Event of Default (as defined by the Indenture) or an Event (c) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period as provided in Article IV of Default under the Declaration and written notice of such Event of Default has been given First Supplemental Indenture to the GuarantorIndenture and such period or extension thereof shall be continuing, then (ai) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution with respect to, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its capital stock (other than (iA) purchases or acquisitions of capital shares of Guarantor's common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by any other contractual obligation of the Guarantor of its obligations pursuant (other than a contractual obligation ranking pari passu with or junior to any contract the Debentures), or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iiiB) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (bii) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (ciii) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to this Preferred Securities Guarantee). In addition, so long as any Preferred Securities remain outstanding, the Guarantee Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities Guaranteeand (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall will not declare or pay any dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital common stock (other than or preferred stock or make any guarantee payment with respect thereto if at such time (i) purchases the Guarantor shall be in default with respect to its Guarantee Payments or acquisitions other payment obligations hereunder, (ii) there shall have occurred any Event of Default (as defined in the Declaration) or (iii) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; PROVIDED, HOWEVER, that the foregoing restrictions will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in connection accordance with the satisfaction terms of such preferred stock or (iii) cash payments made by the Guarantor in lieu of its obligations under any employee or agent benefit plans or delivering fractional shares upon the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorredemption, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital any preferred stock of the Guarantor (or rights as may be outstanding from time to acquire capital time in accordance with the terms of such preferred stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of . In addition, so long as any rights outstanding under a shareholder rights plan)Preferred Securities remain outstanding, (b) the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Securities and shall not make any payment of interest, principal cause or premium, if any, on or repay, repurchase or redeem any debt securities issued by permit the Guarantor that rank junior Common Securities to the Debentures be transferred except to the extent appropriate notice has been given such transfer is permitted under Section 9.01(c) of the Declaration, provided that any permitted successor of the Guarantor under the Indenture may succeed to the holders thereof effectively blocking such payment or to Guarantor's ownership of the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, Common Securities; and (cii) will use reasonable efforts to cause the Guarantor shall not make any guarantee payments Issuer to continue to be treated as a grantor trust for United States Federal income tax purposes, except in connection with respect to a distribution of Debentures as provided in the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder, (ii) there shall have occurred and be continuing an Event of Default or an Event event of Default default under the Declaration, or (iii) the Guarantor shall have selected an Extension Period as provided in the Declaration and written notice of such Event of Default has been given to the Guarantorperiod, or any extension thereof, shall be continuing, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its the Guarantor's capital stock or rights to acquire such capital stock (other than (i) purchases or acquisitions of shares of the Guarantor's capital stock of the Guarantor or rights to acquire such capital stock in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorplans, (ii) as a result of a reclassification of the Guarantor's capital stock or rights to acquire such capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock or rights to acquire such capital stock for another class or series of the Guarantor's capital stock, or rights to acquire any such stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, ; (iv) dividends or distributions in made on the Guarantor's capital stock of the Guarantor (or rights to acquire such capital stock with the Guarantor's capital stock or rights to acquire such capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock ; or (v) redemptions any declaration of a dividend in connection with the implementation of the Guarantor's Share Purchase Rights Plan (as defined in the Declaration), or purchases the redemption or repurchase of any such rights outstanding under a shareholder rights plan), pursuant thereto) or make any guarantee payments with respect to the foregoing and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDebentures.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an a Guarantee Event of Default or an Event event of Default default under the Declaration and written notice of such Event of Default has been given to or if the GuarantorSubordinated Debenture Issuer shall have selected an Extended Interest Payment Period (as defined in the First Supplemental Indenture), then (a) the Guarantor shall not declare or pay dividends any dividend on, or make any distribution distributions with respect to, or redeem, purchase, or acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securitiesthis Guarantee Agreement, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to this Guarantee Agreement); provided, that, the Guarantee foregoing restriction in Section 6.1 (a) shall not apply to any stock dividends paid by the Guarantor where the dividend stock is the same stock as that on which the dividend is being paid. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities Guarantee) to be transferred except to the extent appropriate notice has been given such transfer is permitted under Section 9.1(c) of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the beneficiaries thereof effectively blocking such payment or Guarantor's ownership of the Common Securities and (ii) will not take any action which would cause the Issuer to be treated as other than grantor trust for United States federal income tax purposes except in connection with a distribution of Subordinated Debentures as provided in the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall will not declare or pay any dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital common stock (other than or preferred stock or make any guarantee payment with respect thereto if at such time (i) purchases the Guarantor shall be in default with respect to its Guarantee Payments or acquisitions other payment obligations hereunder, (ii) there shall have occurred any Event of Default (as defined in the Declaration) or (iii) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions will not apply to (i) dividends, redemptions, 21 18 purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in connection accordance with the satisfaction terms of such preferred stock or (iii) cash payments made by the Guarantor in lieu of its obligations under any employee or agent benefit plans or delivering fractional shares upon the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorredemption, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital any preferred stock of the Guarantor (or rights as may be outstanding from time to acquire capital time in accordance with the terms of such preferred stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of . In addition, so long as any rights outstanding under a shareholder rights plan)Preferred Securities remain outstanding, (b) the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Securities and shall not make any payment of interest, principal cause or premium, if any, on or repay, repurchase or redeem any debt securities issued by permit the Guarantor that rank junior Common Securities to the Debentures be transferred except to the extent appropriate notice has been given such transfer is permitted under Section 9.01(c) of the Declaration, provided that any permitted successor of the Guarantor under the Indenture may succeed to the holders thereof effectively blocking such payment or to Guarantor's ownership of the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, Common Securities; and (cii) will use reasonable efforts to cause the Guarantor shall not make any guarantee payments Issuer to continue to be treated as a grantor trust for United States Federal income tax purposes, except in connection with respect to a distribution of Debentures as provided in the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So (a) The Guarantor, for so long as any Company Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall not declare issue any preferred or pay dividends preference shares ranking senior on liquidation to its obligations under this Guarantee or make give any distribution with guarantee in respect to, of any preferred securities or redeem, purchase, acquire preferred or make a liquidation payment with respect to, preference shares issued by any of its capital stock subsidiaries if such guarantee would rank senior to this Guarantee, unless this Guarantee is amended to give the Holders of the Company Preferred Securities such rights and entitlements as are contained in or attached to such other guarantee so that this Guarantee ranks pari passu with such guarantee and pari passu on liquidation with any declared dividend or declared liquidation payments of such preferred or preference shares. (b) The Guarantor shall pay all amounts required to be paid pursuant to this Guarantee in respect of any Dividends on the Company Preferred Securities payable in respect of the most recent Dividend Period prior to any dividend or other than payment (except dividends in the form of the Ordinary Shares) upon the Ordinary Shares. (c) The Guarantor, for so long as any Trust Preferred Securities or Company Preferred Securities remain outstanding, shall not (i) purchases issue any liquidation preference participation A-19 82 rights (not being capital stock) ranking senior to or acquisitions of capital stock pari passu with the right to liquidation payments under its Parity Preferred Shares, (ii) create, incur or permit to exist any debt junior to its obligations under this Guarantee and (iii) create, incur or permit to exist any debt that ranks pari passu with this Guarantee unless such debt contains a provision substantially similar to proviso contained in Section 4.01. (d) The Guarantor, for so long as any Trust Securities or Company Preferred Securities remain outstanding, shall (i) maintain, or shall cause any one or more Qualified Subsidiaries (each, a "Potential Securityholder") to maintain, 100% ownership of the Company Common Securities. The Guarantor may transfer and permit the transfer of the Company Common Securities from one Potential Securityholder to another Potential Securityholder; provided that prior to such transfer it has received an opinion of a nationally recognized U.S. law firm experienced in such matters to the effect that (A) the Company will continue to be treated as a partnership for United States federal income tax purposes and such transfer will not cause the Company to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (B) such transfer will not cause the Company or the Trust to be required to register under the Investment Company Act and (C) such transfer will not adversely affect the limited liability of the Holders of the Company Preferred Securities. (e) The Guarantor, for so long as any Trust Securities or Company Preferred Securities remain outstanding, (i) shall cause the Company to remain a limited liability company, (ii) shall use its commercially reasonable efforts to ensure that the Company will not be an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes, (iii) shall cause the Company to remain a limited liability company and not to voluntarily dissolve, wind up, liquidate or be terminated, except as permitted by the LLC Agreement and (iv) shall use its commercially reasonable efforts to ensure that the Trust will not be classified as other than a grantor trust for United States federal income tax purposes. (f) The Guarantor, for so long as any of the Company Preferred Securities are outstanding, shall, to the fullest extent permitted by law, not permit, or take any action to cause, the dissolution, liquidation, termination or winding up of the Company, unless the Guarantor is itself in liquidation. (g) If the Company Preferred Securities are distributed to Holders of Trust Preferred Securities in connection with the satisfaction by the Guarantor of its obligations under any employee involuntary or agent benefit plans voluntary dissolution, winding-up or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock liquidation of the GuarantorTrust, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal use its commercially reasonable efforts to cause the Company Preferred Securities to be listed on the Luxembourg Stock Exchange or premium, if any, on such other national securities exchange or repay, repurchase similar organization as the Trust Preferred Securities are then listed or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsquoted on.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then Guarantor will not (a) the Guarantor shall not declare or pay dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital common stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital preferred stock or the security being converted make any guarantee payment with respect thereto or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, premium (if any) or principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that which rank pari passu or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking Debentures, if at such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and time (ci) the Guarantor shall not make any guarantee payments be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided that (a) the Guarantor will be permitted to pay accrued dividends (and cash in lieu of fractional shares) upon the conversion of any of its Series D Mandatory Conversion Premium Dividend Preferred Stock or upon the conversion of any other Preferred Stock of the Guarantor as may be outstanding from time to time, in each case in accordance with the terms of such stock and (b) the foregoing will not apply to any stock dividends paid by the Company. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (other than payments pursuant to i) will remain the Guarantee sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities Guarantee) to be transferred except to the extent appropriate notice has been given such transfer is permitted under Section 9.1(c) of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the beneficiaries thereof effectively blocking such payment or Guarantor's ownership of the Common Securities and (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an Event event of Default default under the Declaration and written notice of such Event of Default has been given to the GuarantorDeclaration, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital shares of its common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock shares of the Guarantorits common stock, (ii) as a result of a reclassification of the Guarantor's its capital stock or the exchange or conversion of one class or series of the Guarantor's its capital stock for another class or series of the Guarantor's its capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases pursuant to the Guarantor's Rights Agreement, dated August 7, 1995, between the Guarantor and AmSouth Bank of any rights outstanding under a shareholder rights planAlabama as Rights Agent), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or this Agreement, the Common Securities Guarantee, dated as of __________, 199_ (the "Common Guarantee") of the Guarantor with respect to the extent appropriate notice has been given ___% Trust Originated Common Securities of the Trust, the Preferred Securities Guarantee Agreement, dated _________, 1997 (the "Trust III Preferred Guarantee") with respect to the beneficiaries thereof effectively blocking such payment or ____% Trust Originated Preferred Securities of PLC Capital Trust III (the "Trust III TOPrS"), the Common Securities Guarantee Agreement, dated ___________, 1997 (the "Trust III Common Guarantee") with respect to the extent __% Trust Originated Common Securities of PLC Capital Trust III (the failure "Trust III Common Securities"), the Preferred Securities Guarantee Agreement dated as of ________, 1997 (the "Trust II Preferred Guarantee") with respect to make any such payment is otherwise authorized under the agreements governing such guarantee payments__% Trust Originated Preferred Securities of PLC Capital Trust II (the "Trust II TOPrS"), the Common Securities Guarantee Agreement dated as of ________, 1997 (the "Trust II Common Guarantee") with respect to the __% Trust Originated Common Securities of PLC Capital Trust II (the "Trust II Common Securities"), the Preferred Securities Guarantee Agreement, dated April 29, 1997 of the Guarantor with respect to the 8 1/4% Trust Originated Preferred Securities of PLC Capital Trust I, the Common Securities Guarantee Agreement, dated as of April 29, 1997 of the Guarantor with respect to the 8 1/4% Trust Originated Common Securities of PLC Capital Trust I and the Guarantee Agreement, dated as of June 9, 1994 of the Guarantor with respect to the 9% Cumulative Monthly Income Preferred Securities, Series A of PLC Capital L.L.C.).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then Guarantor will not (a) the Guarantor shall not declare or pay dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital common stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital preferred stock or the security being converted make any guarantee payment with respect thereto, or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, premium (if any, ) or principal on or repay, repurchase or redeem any debt securities issued by the Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking Debentures, if at such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and time (ci) the Guarantor shall not make any guarantee payments be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any event of default under the Indenture or (iii) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided that (a) the Guarantor will be permitted to pay accrued dividends (and cash in lieu of fractional shares) upon the conversion of any of its Series E Mandatory Conversion Premium Dividend Preferred Stock or upon the conversion of any other preferred stock of the Guarantor as may be outstanding from time to time, in each case in accordance with the terms of such stock and (b) the foregoing will not apply to any stock dividends paid by the Guarantor. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (other than payments pursuant to i) will remain the Guarantee sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities Guarantee) to be transferred except to the extent appropriate notice has been given such transfer is permitted under Section 9.1(c) of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the beneficiaries thereof effectively blocking such payment or Guarantor's ownership of the Common Securities and (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then Guarantor will not (a) the Guarantor shall not declare or pay any dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor, (ii) as a result of a reclassification of the Guarantor's capital stock except for dividends, payments or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series distributions payable in shares of the Guarantor's capital stock, (iii) the purchase reclassifications of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion and conversions or exchange provisions exchanges of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of one class or series for capital stock of another class or series and except for a redemption, purchase or other acquisition of shares of or its capital stock made for the purpose of an employee incentive plan or benefit plan or other similar arrangement of the Guarantor (or rights to acquire capital stock) any of its subsidiaries or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal of or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior in right of payment to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment (except by conversion into or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and exchange for shares of its capital stock) or (c) the Guarantor shall not make any guarantee payments with respect to the foregoing foregoing, if at such time (i) the Guarantor shall be in default with respect to its Guarantee Payments or other than payments payment obligations under this Capital Securities Guarantee Agreement; (ii) there shall have occurred and be continuing an event of default under the Indenture or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 313 of the Guarantee Indenture and any such extension, or any extension thereof, shall be continuing. So long as any Capital Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities Guarantee) to be transferred except to the extent appropriate notice has been given permitted by the Declaration; provided, that any permitted successor of the Guarantor under the Indenture may succeed to the beneficiaries thereof effectively blocking such payment or Guarantor's ownership of the Common Securities, and (ii) will not take any action which will cause the Trust to the extent the failure cease to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsbe treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if at any time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (x) with the giving of notice or the lapse of time, or both, would constitute an Event of Default or an Event and (y) in respect of Default under which the Declaration and written notice of such Event of Default has been given Guarantor shall not have taken reasonable steps to the Guarantorcure, then (aii) the Guarantor shall not be in default with respect to its payment of any obligations under this Capital Securities Guarantee and the Debentures held by the Property Trustee, or (iii) the Guarantor shall have given notice of its election of the exercise of its right to defer payment of interest pursuant to Section 16.01 of the Indenture and any such extension shall be continuing, then the Guarantor shall not (1) declare or pay any dividends or make any distribution with respect todistributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, to any of its the Guarantor's capital stock (other than which includes common and preferred stock); (i2) purchases make any payment of principal, premium, if any, or acquisitions of capital stock interest on or repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in connection right of payment to the Debentures; or (3) make any guarantee payments with the satisfaction respect to any guarantee by the Guarantor of its obligations under the debt securities of any employee or agent benefit plans or the satisfaction by subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of its obligations pursuant payment to any contract the Debentures other than (a) dividends or security outstanding on the date distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of such event requiring the Guarantor to purchase capital common stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a direct result of, and only to the extent necessary to avoid the issuance of fractional shares of the Guarantor's capital stock following, a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iiie) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (ivf) dividends purchases of common stock related to the issuance of common stock or distributions in capital stock rights under any of the Guarantor (Guarantor's benefit plans for its directors, officers or rights to acquire capital stock) employees or repurchases or redemptions any of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsGuarantor's dividend reinvestment plans.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if at such time (i) the Guarantor shall be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred an Event and be continuing any event of Default or an Event of Default default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then or (aiii) the Guarantor shall have given notice of its election of an Extension Period and such period, or any extension thereof, is continuing, the Guarantor shall not (a) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank junior to the Notes in the right of payment issued by the Guarantor, or (b) make any guarantee payments with respect to any guarantee by the Guarantor of any securities of any of its subsidiaries if such guarantee ranks junior to the Notes in the right of payment, (c) declare or pay any dividends or make distributions on any distribution with respect to, of the Guarantor's capital stock or (d) redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor's capital stock. Notwithstanding the foregoing, the Guarantor may (1) purchase or acquire its capital stock (other than (i) purchases or acquisitions of capital stock of the Guarantor in connection with the satisfaction by the Guarantor it of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date first day of any such event requiring the Guarantor it to purchase its capital stock of the Guarantor, stock; (ii2) as a result of a reclassification of the Guarantor's reclassify its capital stock or the exchange or conversion of convert one class or series of the Guarantor's its capital stock for another class or series of the Guarantor's its capital stock, ; (iii3) the purchase of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, ; (iv4) declare dividends or distributions in its capital stock stock; (5) redeem or repurchase any rights pursuant to a rights agreement; and (6) make payments under this Guarantee related to the Preferred Securities. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities to be transferred except to the extent such transfer is permitted under the Declaration; PROVIDED that any permitted successor of the Guarantor (under the Indenture may succeed to the Guarantor's direct or rights to acquire capital stock) or repurchases or redemptions indirect ownership of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan)Common Securities, (bii) will cause the Guarantor shall not make any payment holder of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guaranteeto satisfy the requirements of Section 5.03 of the Declaration and (iii) will use reasonable efforts to cause the extent appropriate notice has been given Issuer to continue to be treated as a grantortrust for United States federal income tax purposes, except in connection with a distribution of Notes as provided in the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall will not declare or pay any dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital common stock (other than or preferred stock or make any guarantee payment with respect thereto if at such time (i) purchases the Guarantor shall be in default with respect to its Guarantee Payments or acquisitions other payment obligations hereunder, (ii) there shall have occurred any Event of Default (as defined in the Declaration) or (iii) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in connection accordance with the satisfaction terms of such preferred stock or (iii) cash payments made by the Guarantor in lieu of its obligations under any employee or agent benefit plans or delivering fractional shares upon the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorredemption, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital any preferred stock of the Guarantor (or rights as may be outstanding from time to acquire capital time in accordance with the terms of such preferred stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of . In addition, so long as any rights outstanding under a shareholder rights plan)Preferred Securities remain outstanding, (b) the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Securities and shall not make any payment of interest, principal cause or premium, if any, on or repay, repurchase or redeem any debt securities issued by permit the Guarantor that rank junior Common Securities to the Debentures be transferred except to the extent appropriate notice has been given such transfer is permitted under Section 9.01(c) of the Declaration, provided that any permitted successor of the 21 18 Guarantor under the Indenture may succeed to the holders thereof effectively blocking such payment or to Guarantor's ownership of the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, Common Securities; and (cii) will use reasonable efforts to cause the Guarantor shall not make any guarantee payments Issuer to continue to be treated as a grantor trust for United States Federal income tax purposes, except in connection with respect to a distribution of Debentures as provided in the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall will not declare or pay any dividends or make any distribution with respect toon, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its capital common stock (other than or preferred stock or make any guarantee payment with respect thereto if at such time (i) purchases the Guarantor shall be in default with respect to its Guarantee Payments or acquisitions other payment obligations hereunder, (ii) there shall have occurred any Event of Default (as defined in the Declaration) or (iii) the Guarantor shall have given notice of its selection of an extension period (as provided in the Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) any declaration of a dividend under a shareholder rights plan or in connection with the implementation of a shareholder rights plan, the issuance of capital stock of the Guarantor in connection with Company under a shareholder rights plan or the satisfaction redemption, repurchase or exchange of any such right distributed pursuant to a shareholder rights plan, (iii) payments of accrued dividends by the Guarantor of its obligations under any employee or agent benefit plans or upon the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorredemption, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series any preferred stock of the Guarantor's capital stock for another class or series of Guarantor as may be outstanding from time to time in accordance with the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions terms of such capital stock or the security being converted or exchangedpreferred stock, (iv) dividends cash payments made by the Guarantor in lieu of delivering fractional shares upon the redemption, exchange or distributions in capital conversion of any preferred stock of the Guarantor (or rights as may be outstanding from time to acquire capital stock) or repurchases or redemptions time in accordance with the terms of capital such preferred stock solely from the issuance or exchange of capital stock or (v) redemptions payments under this Agreement, or (vi) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees, or related to the issuance of Common Stock or rights outstanding under a shareholder rights dividend reinvestment and stock purchase plan). In addition, (b) so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Securities and shall not make any payment of interest, principal cause or premium, if any, on or repay, repurchase or redeem any debt securities issued by permit the Guarantor that rank junior Common Securities to the Debentures be transferred except to the extent appropriate notice has been given such transfer is permitted under Section 9.01(c) of the Declaration, provided that any permitted successor of the Guarantor under the Indenture may succeed to the holders thereof effectively blocking such payment or to Guarantor's ownership of the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, Common Securities; and (cii) will use reasonable efforts to cause the Guarantor shall not make any guarantee payments Issuer to continue to be treated as a grantor trust for United States Federal income tax purposes, except in connection with respect to a distribution of Debentures as provided in the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Trust Securities remain outstanding, if (i) there shall have occurred an Event of Default or Default, (ii) there shall have occurred an Event event of Default default under the Declaration Indenture or (iii) the Guarantor has exercised its option to defer interest payments on the Trust Debt Securities by extending the interest payment period as provided therein, and written notice of such Event of Default has been given to the Guarantorperiod or extension thereof shall be continuing, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution or other payment with respect to, or redeem, purchase, acquire or make a any liquidation payment with respect to, to any of its capital stock (other than (i1) purchases repurchases, redemptions or other acquisitions of shares of the Guarantor’s capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantorplans, (ii2) as a result of a reclassification of the Guarantor's capital stock or the an exchange or conversion of one class or series of the Guarantor's ’s capital stock for another class or series of the Guarantor's ’s capital stock, stock or (iii3) the purchase of fractional interests in shares of the Guarantor's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securitiesTrust Debt Securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to this Guarantee Agreement), and (d) the Guarantee Guarantor shall not make any guarantee payments with respect to any outstanding preferred trust securities issued by any other trust sponsored by Guarantor. In addition, so long as any Preferred Trust Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Trust Securities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor’s ownership of the Common Trust Securities, (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes, (iii) will cause the Issuer to remain a statutory trust and (iv) will not cause or permit the dissolution, winding-up, liquidation or termination of the Issuer, except, in the case of clauses (iii) and (iv) above, in connection with a distribution of the Trust Debt Securities, the redemption of all of the Trust Securities Guarantee) to or mergers, consolidations or amalgamations, each as provided in the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsTrust Agreement.

Limitation of Transactions. So (a) The Guarantor, for so long as any Company Preferred Securities remain outstanding, if there shall have occurred an Event of Default not issue any preferred securities, preferred or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) preference shares or any securities that qualify as Tier 1 capital for the Guarantor shall not declare ranking senior on liquidation to its obligations under this Guarantee or pay dividends give any guarantee in respect of any preferred securities, preferred or make preference shares or any distribution with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, securities that qualify as Tier 1 capital for the Guarantor issued by any of its subsidiaries if such guarantee would rank senior to this Guarantee, unless this Guarantee is amended to give the Holders of the Company Preferred Securities such rights and entitlements as are contained in or attached to such other guarantee so that this Guarantee ranks pari passu with such guarantee and pari passu with such preferred securities, preferred or preference shares or any securities that qualify as Tier 1 capital stock for the Guarantor. (b) The Guarantor shall pay all amounts required to be paid pursuant to this Guarantee in respect of any Dividends on the Company Preferred Securities payable in respect of the most recent Dividend Period prior to any dividend or other than payment (except dividends in the form of the Ordinary Shares) upon the Ordinary Shares (whether issued directly or by a subsidiary of the Guarantor and entitled to the benefits of a guarantee ranking junior to this Guarantee). (c) The Guarantor, for so long as any Trust Securities or Company Preferred Securities remain outstanding, shall maintain, or shall cause the Bank or any one or more Qualified Subsidiaries or branches of the Bank (each, a "Potential Securityholder") to maintain, 100% ownership of the Company Common Securities and the Trust Common Securities. The Guarantor may transfer and permit the transfer of the Company Common Securities from one Potential Securityholder to another Potential Securityholder, provided that prior to such transfer it has received an opinion of a nationally recognized law firm experienced in such matters to the effect that (A) the Company will continue to be treated as a partnership for United States federal income tax purposes and such transfer will not cause the Company to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (B) such transfer will not cause the Company or the Trust to be required to register under the 1940 Act and (C) such transfer will not adversely affect the limited liability of the Holders of the Company Preferred Securities. (d) The Guarantor for so long as any Trust Securities or Company Preferred Securities remain outstanding, (i) purchases shall cause the Company to remain a limited liability company, (ii) shall use its commercially reasonable efforts to ensure that the Company will not be an association or acquisitions of capital stock a publicly traded partnership taxable as a corporation for United States federal income tax purposes, (iii) shall cause the Company to remain a limited liability company and not to voluntarily dissolve, wind up, liquidate or be terminated, except as permitted by the LLC Agreement, and (v) shall use its commercially reasonable efforts to ensure that the Trust will not be classified as other than a grantor trust for United States federal income tax purposes. (e) The Guarantor, for so long as any of the Company Preferred Securities are outstanding, shall not permit, or take any action to cause, the dissolution, liquidation, termination or winding up of the Company, unless the Guarantor is itself in liquidation and the approval of the Dutch Central Bank, if then required, to such action has been received. (f) If the Company Preferred Securities are distributed to Holders of Trust Preferred Securities in connection with the satisfaction by the Guarantor of its obligations under any employee involuntary or agent benefit plans voluntary dissolution, winding-up or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock liquidation of the GuarantorTrust, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of interestuse its commercially reasonable best efforts to cause the Company Preferred Securities to be listed on the New York Stock Exchange, principal Euronext or premium, if any, on such other national securities exchange or repay, repurchase similar organization as the Trust Preferred Securities are then listed or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsquoted on.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if at such time (i) the Guarantor shall be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred an Event and be continuing any event of Default or an Event of Default default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then or (aiii) the Guarantor shall have given notice of its election of an Extension Period and such period, or any extension thereof, is continuing, the Guarantor shall not (a) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank junior to the Notes in the right of payment issued by the Guarantor, or (b) make any guarantee payments with respect to any guarantee by the Guarantor of any securities of any of its subsidiaries if such guarantee ranks junior to the Notes in the right of payment, (c) declare or pay any dividends or make distributions on any distribution with respect to, of the Guarantor's capital stock or (d) redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor's capital stock. Notwithstanding the foregoing, the Guarantor may (1) purchase or acquire its capital stock (other than (i) purchases or acquisitions of capital stock of the Guarantor in connection with the satisfaction by the Guarantor it of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date first day of any such event requiring the Guarantor it to purchase its capital stock of the Guarantor, stock; (ii2) as a result of a reclassification of the Guarantor's reclassify its capital stock or the exchange or conversion of convert one class or series of the Guarantor's its capital stock for another class or series of the Guarantor's its capital stock, ; (iii3) the purchase of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, ; (iv4) declare dividends or distributions in its capital stock stock; (5) redeem or repurchase any rights pursuant to a rights agreement; and (6) make payments under this Guarantee related to the Preferred Securities. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities to be transferred except to the extent such transfer is permitted under the Declaration; PROVIDED that any permitted successor of the Guarantor (under the Indenture may succeed to the Guarantor's direct or rights to acquire capital stock) or repurchases or redemptions indirect ownership of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan)Common Securities, (bii) will cause the Guarantor shall not make any payment holder of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee or the Common Securities Guaranteeto satisfy the requirements of Section 5.03 of the Declaration and (iii) will use reasonable efforts to cause the extent appropriate notice has been given Issuer to continue to be treated as a grantor trust for United States federal income tax purposes, except in connection with a distribution of Notes as provided in the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee paymentsDeclaration.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an Event event of Default default under the Declaration and written notice of such Event of Default has been given to the GuarantorDeclaration, then (a) the Guarantor shall not declare or pay dividends or any dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of its capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase shares of its capital stock of the Guarantorstock, (ii) as a result of a reclassification of the Guarantor's its capital stock or the exchange or conversion of one class or series of the Guarantor's its capital stock for another class or series of the Guarantor's its capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's its capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock or the security securities being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or Company and (v) redemptions or purchases pursuant to the Guarantor's Rights Agreement, dated August 7, 1995, between the Guarantor and AmSouth Bank of any rights outstanding under a shareholder rights planAlabama as Rights Agent), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior to the Debentures to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments Guarantee Payments with respect to the foregoing (other than payments pursuant to the Guarantee or this Agreement, the Common Securities Guarantee) , the Preferred Securities Guarantee Agreement, dated April 29, 1997 of the Guarantor with respect to the extent appropriate notice has been given 8-1/4% Trust Originated Preferred Securities of PLC Capital Trust I, the Common Securities Guarantee Agreement, dated as of April 29, 1997 of the Guarantor with respect to the beneficiaries thereof effectively blocking such payment or 8-1/4% Trust Originated Common Securities of PLC Capital Truust I and thhe Guarantee Agreement, dated as of June 9, 1994 of the Guarantor with respect to the extent the failure to make any such payment is otherwise authorized under the agreements governing such guarantee payments9% Cumulative Monthly Income Preferred Securities, Series A of PLC Capital L.L.C.).