Common use of Optional Redemption by Company Clause in Contracts

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after December 31, 2006, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the The Company shall have the right to redeem the Debentures, Notes at any time in whole or in part, from time to time, on or after December 31, 2006, time in part at a redemption price (the “Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus any ten (10) basis points; plus, in each case, accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject Notwithstanding subsection (a) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the provisions registered Holders as of Section 3.3(c), the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company shall have the right to redeem Debentures at any time and from time to time defaults in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee payment of the Preferred Securities Redemption Price, on and a proportionate amount of Common Securitiesafter the Redemption Date, whereupon the Property Trustee interest shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingcease to accrue on any Notes or portions thereof that are called for redemption. (c) If a partial Notices of redemption shall be mailed at least thirty (30) but not more than sixty (60) days before the Redemption Date to each Holder of the Debentures would result Notes to be redeemed at its registered address. The Company shall calculate the Redemption Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are to be redeemed at any time, the Notes to be redeemed shall be selected by lot by DTC, in the delisting case of the Preferred Securities issued Global Notes, or by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which Trustee by a method the Preferred Securities Trustee deems to be fair and appropriate, in the case of Notes that are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause represented by a delistingGlobal Note.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c3.2(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or any Interest Payment Date after December 31June 30, 20062007 (each a "Redemption Date"), at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionRedemption Date. Any redemption pursuant to this Section 3.3(a3.2(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a)3.2, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem in good ▇▇▇▇▇ ▇▇▇▇ appropriate and fair in its sole discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paidDate. (b) Any redemption of Debentures pursuant to Section 3.1 or Section 3.2 shall be subject to the Company obtaining the prior approval of the Federal Reserve, if such approval is then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, and any other required regulatory approvals. (c) If a partial redemption of the Debentures would result in the delisting of the Trust Preferred Securities issued by the Trust from any national securities exchange or other organization on which the Trust Preferred Securities are then listed, if any, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole. (d) Subject to the provisions of this Section 3.3(c)3.2, the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Trust Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Trust Preferred Securities to be redeemed bears to the total number of Trust Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b3.2(d) only in exchange for and upon surrender by the Company to the Property Trustee of the Trust Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Trust Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c)3.01(b) and to the provisions of Article III of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to time, on or after December 31, 2006, at a redemption price (the "Optional Redemption Price Price") equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date Redemption Date; or (ii) the sum of such redemptionthe remaining scheduled payments of principal of and interest on the Notes being redeemed (exclusive of interest accrued as of the Redemption Date) discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 50 basis points plus accrued and unpaid interest on the principal amount being redeemed to the Redemption Date. Any redemption pursuant to this Section 3.3(a) shall the preceding paragraph will be made upon not less than 30 days' nor more than 60 days' prior notice before the Redemption Date to the holder each Holder of the DebenturesNotes, at the Optional Redemption Price. If the Debentures Notes are only partially redeemed pursuant to this Section 3.3(a3.01(a), the Debentures shall Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionNotes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall The following terms have the right meanings given to redeem Debentures at any time and from time to time them in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding3.01(b). (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to Article XI of the provisions of Section 3.3(c), except as otherwise may be specified in this Base Indenture, the Company shall have the right to redeem the DebenturesNotes, at any time in whole or from time to time in part, from time to time, on or after December 31, 2006, at a redemption price (the “Optional Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed redeemed, plus any accrued and unpaid interest thereon to, but excluding, the Redemption Date; or (ii) the sum of the present values of the Remaining Scheduled Payments of principal and interest in respect of the Notes to be redeemed discounted to the date Redemption Date (excluding interest accrued to the Redemption Date) on a semiannual basis (assuming a 360-day year consisting of such redemptiontwelve 30-day months), at a rate equal to the Treasury Rate plus 35 basis points, plus accrued and unpaid interest to, but excluding, the Redemption Date. Any On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption pursuant (unless the Company defaults in the payment of the Optional Redemption Price and accrued interest). On or before a Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to this Section 3.3(a) pay the Optional Redemption Price of and accrued interest on the Notes to be redeemed on that date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be made upon not less than 30 days' nor more than 60 days' notice to selected by the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed Trustee pro rata or by lot or in such other manner as by a method the Trustee deems to be fair and appropriate; provided that if at the time of redemption the Notes to be redeemed are registered as one or more Global Securities, the Depositary shall deem appropriate and fair determine, in accordance with its discretion. The Redemption Price shall procedures, the principal amount of the Notes to be paid prior to 12:00 noon, New York time, on the date redeemed held by each Holder of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paidNotes. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) Notice of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed redemption pursuant to this Section 3.3(b) only 4.1 shall be given as provided in exchange for and upon surrender by the Company to the Property Trustee Section 1104 of the Preferred Securities and a proportionate amount Base Indenture, except that any notice of Common Securities, whereupon such redemption shall not specify the Property related Optional Redemption Price but only the manner of calculation thereof. The Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect responsible for the calculation of such partial redemption Optional Redemption Price. The Company shall calculate such Optional Redemption Price and may only redeem promptly notify the Debentures in whole or in part to such extent as would not cause a delistingTrustee thereof.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after December 31, 20062005, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market Market(SM) or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after December 31, 2006[_______________], at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject At any time prior to the provisions of Section 3.3(c)April 15, except as otherwise may be specified in this Indenture2013, the Company may redeem up to 35% of the principal amount of the Notes with the net cash proceeds of one or more Public Equity Offerings of its common stock at a redemption price (expressed as a percentage of principal amount) of 106.75%, plus accrued and unpaid interest to the Redemption Date; provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued on the Issue Date remains Outstanding after each such redemption; and (ii) notice of any such redemption (with a copy to the Trustee) is mailed within 60 days of each such Public Equity Offering. (b) The Company shall have the right to may redeem the DebenturesNotes at any time in whole, in whole or from time to time in part, from time to time, on or after December 31, 2006, at a Redemption Price redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed, exclusive of interest accrued to the date of redemption, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield, plus any fifty (50) basis points plus, accrued and unpaid interest thereon to the Redemption Date. (c) Notwithstanding subsections (a) and (b) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the amount payable on redemption, on and after the Redemption Date, interest shall cease to accrue on the Notes or portions thereof that are called for redemption. (d) The Notes called for redemption become due on the date of such fixed for redemption. Any Notices of redemption pursuant to this Section 3.3(a) shall be made upon mailed by first-class mail at least thirty (30) but not less than 30 days' nor more than 60 days' notice sixty (60) days before such Redemption Date to each Holder of the Notes to be redeemed at its registered address (with a copy to the holder of Trustee). At the DebenturesCompany’s request, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate give the notice of redemption in the Company’s name and fair in at its discretion. The Redemption Price shall be paid prior to 12:00 noonexpense; provided, New York timehowever, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with have delivered to the Trustee, at least 45 days prior to the Redemption Date, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice. The Company shall calculate the amount payable on redemption and shall deliver an Officer’s Certificate to the Trustee setting forth the amount sufficient payable on redemption no later than two (2) Business Days prior to pay the Redemption Price by 10:00 a.m., New York Date. (e) If less than all the Notes are to be redeemed at any time, on the date such Redemption Price Notes to be redeemed shall be selected by lot by DTC, in the case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by a Global Note. No Notes of $2,000 in principal amount or less shall be redeemed in part. If any Note is to be paid. (b) Subject to the provisions of Section 3.3(c)redeemed in part only, the Company shall have notice of redemption relating to such Note will state the right portion of the principal amount to redeem Debentures at any time and from time to time be redeemed. A new Note in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to unredeemed portion will be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and issued upon surrender by the Company to the Property Trustee cancellation of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingoriginal Note. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c)3.3 and to the provisions of Article 3 of the Base Indenture, except the Company shall have the right to redeem the Debentures, in whole or in part at any time on or after ____________, ______. Any redemption pursuant to this Section 3.2 will be made upon not less than 30 days nor more than 60 days notice to the Holders of the Debentures, at the following prices (expressed as otherwise percentages of the principal amount of the Debentures) (the "Optional Redemption Price") together with accrued and unpaid interest, including Compounded and Additional Interest to, but excluding, the redemption date, if redeemed during the 12-month period beginning on ____________1 (other than the first period, which will begin on ___________, _______) of the following years: Year Redemption Price ---- ---------------- _____ ______% _____ ______% _____ ______% _____ ______% _____ ______% _____ ______% and 100% if redeemed on or after __________ 1, ______. The Company may not redeem any Debentures unless all accrued and unpaid interest has been paid on all outstanding Debentures for all quarterly interest payment periods terminating on or prior to the last Interest Payment Date before the date of redemption. If Debentures are redeemed on any March 1, June 1, September 1, or December 1, accrued and unpaid interest shall be specified in payable to Holders on the relevant record date. The Company shall issue a press release announcing any redemption pursuant to this IndentureSection 3.2. The Optional Redemption Price plus such accrued and unpaid interest thereon shall be paid prior to 12:00 noon, New York time, on the date fixed by the Company for such redemption or at such earlier time as the Company determines, PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price, plus accrued and unpaid interest thereon, by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. In addition to the foregoing, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after December 31, 2006, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Spinoff Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the New Debentures in whole or in part to such extent as would not cause a delistingaccordance with Section 7.5.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise The 2028 Notes may be specified in this Indenture, the Company shall have the right to redeem the Debenturesredeemed, in whole or in part, from at any time (the date of such redemption, a “2028 Redemption Date”) at the Company’s option. If the 2028 Notes are redeemed at any time prior to timethe Par Call Date, the 2028 Notes will be redeemed at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal and interest on the 2028 Notes being redeemed discounted to the redemption date (assuming the 2028 Notes being redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 20 basis points, less (b) interest accrued to, but not including, the date of redemption; and (2) 100% of the principal amount of the 2028 Notes being redeemed; plus, in either case, accrued and unpaid interest on the principal amount of the 2028 Notes being redeemed to, but not including, the applicable 2028 Redemption Date. If the 2028 Notes are redeemed at any time on or after December 31the Par Call Date, 2006, the 2028 Notes will be redeemed at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed of the 2028 Notes being redeemed, plus any accrued and unpaid interest thereon to on the date of such redemption2028 Notes being redeemed to, but not including, the applicable 2028 Redemption Date. Any redemption pursuant to this Section 3.3(a6.01(a) shall be made upon not less than 30 days' nor more than 60 days' notice is subject to the holder right of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, holders of record on the relevant record date of such redemption to receive interest due on an interest payment date that is on or at such earlier time as before the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the applicable 2028 Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paidDate. (b) Subject to the provisions of Section 3.3(c)The 2030 Notes may be redeemed, the Company shall have the right to redeem Debentures in whole or in part, at any time and from (the date of such redemption, a “2030 Redemption Date”) at the Company’s option. If the 2030 Notes are redeemed at any time prior to time in the Par Call Date, the 2030 Notes will be redeemed at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the Liquidation Amount greater of: (as defined in a) the Trust Agreementsum of the present values of the remaining scheduled payments of principal and interest on the 2030 Notes being redeemed discounted to the redemption date (assuming the 2030 Notes being redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of any Preferred Securities purchased and beneficially owned by twelve 30-day months) at the CompanyTreasury Rate, plus an additional 20 basis points, less (b) interest accrued to, but not including, the date of redemption; and (2) 100% of the principal amount of Debentures the 2030 Notes being redeemed; plus, in either case, accrued and unpaid interest on the principal amount of the 2030 Notes being redeemed to, but not including, the applicable 2030 Redemption Date. If the 2030 Notes are redeemed at any time on or after the Par Call Date, the 2030 Notes will be redeemed at a redemption price equal to 100% of the Liquidation Amount (as defined in principal amount of the Trust Agreement) of that number of Common Securities that bears 2030 Notes being redeemed, plus accrued and unpaid interest on the same proportion to 2030 Notes being redeemed to, but not including, the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstandingapplicable 2030 Redemption Date. Such Debentures shall be redeemed Any redemption pursuant to this Section 3.3(b6.01(b) only in exchange for and upon surrender by the Company is subject to the Property Trustee right of holders of record on the Preferred Securities and a proportionate amount of Common Securities, whereupon relevant record date to receive interest due on an interest payment date that is on or before the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingapplicable 2030 Redemption Date. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject At any time prior to the provisions of Section 3.3(c), except as otherwise may be specified in this Indentureapplicable Par Call Date, the Company shall have the right at its option to redeem the DebenturesNotes, in as a whole or in part, at a redemption price (the “Make-Whole Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) from the redemption date to the applicable Par Call Date, in each case discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points for the 2026 Notes and 35 basis points for the 2046 Notes; together with, in each case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to, but not including, the Redemption Date. With respect to any redemption occurring prior to the applicable Par Call Date, the Company shall give the Trustee notice of the Make-Whole Redemption Price promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation. (b) At any time to time, on or after December 31the applicable Par Call Date, 2006the Company shall have the right at its option to redeem the Notes, as a whole or in part, at a redemption price (the “Par Redemption Price Price” and together with the Make-Whole Redemption Price, each an “Optional Redemption Price”) equal to 100% of the principal amount of the Notes to be redeemed; plus, accrued and unpaid interest, if any, on the principal amount of the Notes to be redeemed plus any accrued to, but excluding, the Redemption Date. (c) Unless the Company defaults in payment of the Optional Redemption Price, on and unpaid after the Redemption Date, interest thereon will cease to accrue on the date of such applicable Notes or portions thereof called for redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at On or before the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a)Date, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount Paying Agent or set aside, segregate and hold in trust (if the Company is acting as Paying Agent), funds sufficient to pay the Optional Redemption Price by 10:00 a.m.of, New York timeand accrued and unpaid interest on, on the date such Redemption Price is Notes to be paidredeemed on that Redemption Date. If fewer than all of the Notes are to be redeemed, the Trustee will select, not more than 60 days prior to the Redemption Date, the particular Notes or portions thereof to be redeemed from the outstanding Notes not previously called for redemption in accordance with the procedures of DTC; provided that if the Notes are represented by one or more Global Notes, beneficial interests in the Notes will be selected for redemption by DTC in accordance with its standard procedures therefor; provided, however, that no Notes of a principal amount of $2,000 or less shall be redeemed in part. (bd) Subject to the provisions of Section 3.3(c), the The Company shall have mail (or otherwise transmit in accordance with the right to redeem Debentures at any time and from time to time in applicable procedures of DTC) notice of a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed redemption pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company 3.02 to the Property Trustee registered address of each Holder of the Preferred Securities and a proportionate amount of Common Securities, whereupon Notes to be redeemed not less than 30 nor more than 60 days prior to the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed OutstandingRedemption Date. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except Except as otherwise may be specified in this IndentureSupplemental Indenture No. 4, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to time, on or after December 31, 2006, at a redemption price (the “Optional Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to, but excluding, the Redemption Date; and (ii) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. The Company will mail notice of such redemption. Any redemption pursuant to this Section 3.3(a) shall the registered holders of the Notes to be made upon redeemed not less than 30 days' nor more than 60 days' notice days prior to the holder of the Debentures, at the Redemption PriceDate. If the Debentures Notes are only partially redeemed pursuant to this Section 3.3(a)3.01, the Debentures shall Notes to be redeemed pro rata or will be selected by lot or the Trustee in such other manner as the Trustee in its sole discretion it shall deem appropriate and fair fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its discretionprocedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. . If money sufficient to pay the redemption price of all of the Notes (bor portions thereof) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to on the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by Redemption Date is deposited with the Trustee or paying agent on or before the Redemption Date and shall no longer be deemed Outstandingcertain other conditions are satisfied, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the The Company shall have the right to redeem the Debentures, Notes at any time in whole or in part, from time to time, on or after December 31, 2006, time in part for cash at a redemption price (the “Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) unless the Notes are redeemed on or after February 15, 2024, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus any twelve (12) basis points; plus, in each case, accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject Notwithstanding subsection (a) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the provisions registered Holders as of Section 3.3(c), the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company shall have the right to redeem Debentures at any time and from time to time defaults in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee payment of the Preferred Securities Redemption Price, on and a proportionate amount of Common Securitiesafter the Redemption Date, whereupon the Property Trustee interest shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingcease to accrue on any Notes or portions thereof that are called for redemption. (c) If a partial Notices of redemption shall be mailed at least thirty (30) but not more than sixty (60) days before the Redemption Date to each Holder of the Debentures would result Notes to be redeemed at its registered address. The Company shall calculate the Redemption Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are to be redeemed at any time, the Notes to be redeemed shall be selected by lot by DTC, in the delisting case of the Preferred Securities issued Global Notes, or by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which Trustee by a method the Preferred Securities Trustee deems to be fair and appropriate, in the case of Notes that are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause represented by a delistingGlobal Note.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except Except as otherwise may be specified in this Sixth Supplemental Indenture, the Company shall have the right to redeem the DebenturesNotes may be redeemed, in whole whole, at any time, or in part, from time to time, at the option of the Company as follows: (a) If the Notes are redeemed before August 9, 2026, the Notes being redeemed shall be redeemed at a Redemption Price equal to the greater of: (i) 100% of the principal amount of the Notes then outstanding to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate, plus 20 basis points (0.20%), plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. (b) If the Notes are redeemed on or after December 31August 9, 20062026, the Notes shall be redeemed at a Redemption Price equal to 100% of the principal amount of the Notes then outstanding to be redeemed redeemed, plus any accrued and unpaid interest thereon to on the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debenturesprincipal amount being redeemed to, at but excluding, the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed OutstandingDate. (c) Installments of interest on the Notes being redeemed that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date shall be payable on the Interest Payment Date to the Holders as of the close of business on the relevant Regular Record Date. (d) If a partial less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee pro rata or by lot, but consistent with any applicable listing standards. In the event of redemption of the Debentures would result Notes in the delisting part only, a new Note or Notes of like tenor of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on unredeemed portion thereof (which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem less than the Debentures minimum authorized denomination for the Notes) shall be issued in whole or in part to such extent as would not cause a delistingthe name of the Holder thereof upon cancellation thereof.

Optional Redemption by Company. (a) Subject At any time prior to the provisions of Section 3.3(c), except as otherwise may be specified in this Indentureapplicable Par Call Date, the Company shall have the right at its option to redeem the DebenturesNotes, in as a whole or in part, at a redemption price (the “Make-Whole Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) from the redemption date to the applicable Par Call Date, in each case discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points for the 2028 Notes and 25 basis points for the 2031 Notes; together with, in each case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to, but not including, the Redemption Date. With respect to any redemption occurring prior to the applicable Par Call Date, the Company shall give the Trustee notice of the Make-Whole Redemption Price promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation. (b) At any time to time, on or after December 31the applicable Par Call Date, 2006the Company shall have the right at its option to redeem the Notes, as a whole or in part, at a redemption price (the “Par Redemption Price Price” and together with the Make-Whole Redemption Price, each an “Optional Redemption Price”) equal to 100% of the principal amount of the Notes to be redeemed; plus, accrued and unpaid interest, if any, on the principal amount of the Notes to be redeemed plus any accrued to, but excluding, the Redemption Date. (c) Unless the Company defaults in payment of the Optional Redemption Price, on and unpaid after the Redemption Date, interest thereon will cease to accrue on the date of such applicable Notes or portions thereof called for redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at On or before the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a)Date, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount Paying Agent or set aside, segregate and hold in trust (if the Company is acting as Paying Agent), funds sufficient to pay the Optional Redemption Price by 10:00 a.m.of, New York timeand accrued and unpaid interest on, on the date such Redemption Price is Notes to be paidredeemed on that Redemption Date. If fewer than all of the Notes are to be redeemed, the Trustee will select, not more than 60 days prior to the Redemption Date, the particular Notes or portions thereof to be redeemed from the outstanding Notes not previously called for redemption in accordance with the procedures of DTC; provided that if the Notes are represented by one or more Global Notes, beneficial interests in the Notes will be selected for redemption by DTC in accordance with its standard procedures therefor; provided, however, that no Notes of a principal amount of $2,000 or less shall be redeemed in part. (bd) Subject to the provisions of Section 3.3(c), the The Company shall have mail (or otherwise transmit in accordance with the right to redeem Debentures at any time and from time to time in applicable procedures of DTC) notice of a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed redemption pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company 3.01 to the Property Trustee registered address of each Holder of the Preferred Securities and a proportionate amount of Common Securities, whereupon Notes to be redeemed not less than 10 nor more than 60 days prior to the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed OutstandingRedemption Date. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject At any time and from time to time prior to the provisions of Section 3.3(c), except as otherwise may be specified in this Indentureapplicable Par Call Date, the Company shall have has the right right, at its option, to redeem the Debenturesany series of Notes, in whole or in part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments on the series of Notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid to and including the Redemption Date) discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate plus 20 basis points, in the case of the 2026 Notes, 20 basis points, in the case of the 2028 Notes, 25 basis points, in the case of the 2031 Notes, 30 basis points, in the case of the 2039 Notes and 35 basis points, in the case of the 2049 Notes, (iii) plus, in each case, accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the Redemption Date. (b) On or after the applicable Par Call Date, the Company has the right, at its option, to redeem any series of Notes, in whole or in part, at any time and from time to time, on or after December 31, 2006, at a Redemption Price redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the series of Notes being redeemed to, but excluding, the Redemption Date. (c) The Company will cause the notice of any redemption to be mailed (or sent electronically in accordance with applicable Depositary procedures) to the registered Holders of the applicable Notes to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' 15 nor more than 60 days' notice days prior to the holder of the DebenturesRedemption Date. Any notice may, at the Redemption Pricediscretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent. If the Debentures a series of Notes are only partially redeemed pursuant to this Section 3.3(a)3.01, the Debentures shall such Notes to be redeemed pro rata or will be selected by lot or the Trustee in such other manner as the Trustee in its sole discretion it shall deem appropriate and fair in its discretionfair, subject to any applicable Depositary procedures. The Redemption Price price for any redemption pursuant to this Section 3.01 shall be paid prior to 12:00 noon, New York London time, on the date of such redemption applicable Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary applicable to such series of Notes (if then registered as Global Notes); provided, that the Company shall deposit with the Trustee or the Paying Agent an amount sufficient to pay the Redemption Price applicable redemption price by 10:00 a.m., New York London time, on the date such Redemption Price redemption price is to be paid. (bd) Subject If money sufficient to pay the provisions redemption price of Section 3.3(c), all of the Company shall have the right to redeem Debentures at any time and from time to time in Notes (or a principal amount equal to the Liquidation Amount (as defined in the Trust Agreementportion thereof) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to on the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by applicable Redemption Date is deposited with the Trustee or the Paying Agent on or before such Redemption Date as provided herein, then on and shall no longer be deemed Outstandingafter such Redemption Date, interest will cease to accrue on such series of Notes (or such portion thereof) called for redemption. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c)10.2(b) and to the provisions of this Article X generally, except as otherwise may be specified in Section 10.1 or elsewhere in this Indenture, the Company shall have the right to redeem the Convertible Debentures, in whole or in part, from time to time, on or after December 31May 30, 20062002. Any redemption pursuant to this paragraph will be made upon not less than 30 days nor more than 60 days notice to the Holders of the Convertible Debentures, at a Redemption Price price equal to 100% of the principal amount to be redeemed plus any of the Convertible Debentures (the "Optional Redemption Price") together with accrued and unpaid interest thereon (including Additional Sums, if any) to, but excluding, the redemption date. If Convertible Debentures are redeemed on any January 15, April 15, July 15 or October 15, accrued and unpaid interest shall be payable to holders of record on the relevant record date. The Company may not redeem fewer than all of the Outstanding Convertible Debentures unless all accrued and unpaid interest has been paid on all Convertible Debentures for all quarterly interest payment periods terminating on or prior to the date of such redemption. Any So long as the corresponding Trust Securities are outstanding, the proceeds from the redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at Convertible Debentures will be used to redeem the Redemption PriceTrust Securities. If the Convertible Debentures are only partially redeemed pursuant to this Section 3.3(a)10.2, the Convertible Debentures shall will be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretionrata. The Optional Redemption Price Price, together with any required interest payment, shall be paid in immediately available funds prior to 12:00 noon, New York City time, on the redemption date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price Price, together with any required interest payment, by 10:00 a.m., New York City time, on the date such Redemption Price is amounts are to be paid. Partial redemptions must be in an amount not less than $25.00 principal amount of Convertible Debentures. If Convertible Debentures selected for partial redemption are converted in part before termination of the conversion right with respect to the portion of the Convertible Debentures so selected, the converted portion of the Convertible Debentures shall be deemed (so far as may be) to be the portion selected for redemption. Convertible Debentures (or portions thereof) which have been converted during a selection of Convertible Debentures to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. In any case where more than one Convertible Debenture is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Convertible Debenture. If any Convertible Debenture called for redemption is converted into Common Shares of the Company, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Convertible Debenture to receive interest as provided in the last paragraph of Section 2.9) be paid to the Company upon the Company's request or, if then held by the Company, shall be discharged from such trust. (b) Subject If (i) a holder of Convertible Preferred Securities desires to convert any of its Convertible Preferred Securities called for redemption into Common Shares (effectively by converting such holder's share of the related Convertible Debentures into Common Shares in accordance with the terms of the Indenture and the Declaration) but such conversion would cause any direct or indirect holder of Convertible Preferred Securities which is classified as a real estate investment trust ("REIT") under Section 856 of the Code ("Preferred Holder") to: (A) own more than 5% of the total outstanding voting securities of the Company, (B) own more than 5% of the value of the total outstanding securities of the Company, (C) violate the requirements of Code Section 856(c)(4)(B), or (D) otherwise lose its status as a REIT under the Code (such Convertible Preferred Securities which upon conversion into Common Shares would result in a REIT owning Common Shares in a manner described in subclause (A), (B), (C) or (D) of this Section 10.2(b)(i) are referred to herein as the "Unconvertible Shares" and an amount of Convertible Debentures equal to the aggregate liquidation amount of the Unconvertible Shares is referred to herein as, the "Unconvertible Debentures"), and (ii) any Preferred Holder has delivered to the Company, prior to the date on which the Company would otherwise have redeemed the Convertible Preferred Securities (the "Redemption Date"), a written notice signed by each holder of Convertible Preferred Securities who desires to convert any of such holder's Convertible Preferred Securities into Common Shares in accordance with the terms of the Indenture and the Declaration which written notice sets forth both the number of Convertible Preferred Securities that each such holder desires to convert and the number of such Convertible Preferred Securities of such holder that constitute Unconvertible Shares; then the Trust shall notify the Company and the Company shall: (x) convert such Holder's Convertible Debentures (other than the Unconvertible Debentures) for Common Shares in accordance with the terms of the Indenture and the Declaration, (y) pay each Holder of Convertible Debentures so converted in subsection (x) above and each Holder of Unconvertible Debentures an amount of cash equal to the amount of any accrued but unpaid interest owing on such Holder's Convertible Debentures so converted and such Holder's Unconvertible Debentures, and (z) pay each Holder of Unconvertible Debentures an amount of cash equal to the product of (A) the Closing Price of a Common Share on the trading date immediately prior to the Redemption Date, multiplied by (B) the maximum number of Common Shares into which the Unconvertible Debentures held by such Holder could have been converted in accordance with the terms of the Indenture and the Declaration on the trading date immediately prior to the Redemption Date. For purposes of clause (i) of this Section 10.2(b), a REIT shall be considered to own directly each of the securities of the Company that are owned by such REIT directly or indirectly. The Company shall reasonably and timely cooperate in furnishing the information necessary to apply the provisions of this Section 3.3(c10.2(b) to a holder of Convertible Preferred Securities who requests such information in writing. (c) If mutually agreed on or after January 1, 2001 by the Company and any holder of Convertible Preferred Securities otherwise subject to Section 10.2(b), the Company shall have the right to redeem a conversion of Convertible Debentures at any time and from time to time in having a principal amount equal to the Liquidation Amount (as defined in liquidation amount of the Trust Agreement) of any Convertible Preferred Securities purchased held by such holder (and beneficially owned by such holder's related Convertible Preferred Securities) into Common Shares shall occur without regard to Section 10.2(b) provided the Company receives an opinion of counsel in a form which is reasonably acceptable to the Holders that the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (or any successor thereto, qualifies as defined in the Trust Agreementeither a REIT under Section 856(a) of that number the Code or as a "taxable REIT subsidiary" of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this EQR (or any successor thereto) under Section 3.3(b856(l) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed OutstandingCode. (cd) If a partial redemption of the Convertible Debentures would result in the delisting of the Convertible Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Convertible Preferred Securities are then listed or quotedlisted, the Company shall not be permitted to effect such partial redemption and may only redeem the Convertible Debentures in whole whole. (e) Notwithstanding anything in this Indenture to the contrary: (i) If (A) the Company enters into an agreement for a business combination with another entity, whether by merger or other reorganization, and the resulting or surviving entity (the "Survivor") wants to either (i) revoke a prior election to be a taxable REIT subsidiary ("TRS") under Section 856(l) of the Code, or (ii) desires to not become a TRS or a REIT in part the future, and (B) following such business combination, on an as converted pro forma basis (without duplication), the aggregate outstanding Convertible Preferred Securities, Convertible Debentures held in exchange for Convertible Preferred Securities, and Common Shares held by reason of converting any of the foregoing held by any Preferred Holder have an aggregate vote or value in excess of 5% of the total voting power or total value of the outstanding securities of the Survivor, then the Company shall give written notice of the foregoing (at least 45 days prior to consummating such extent business combination) to each Preferred Holder. If within thirty (30) days after receipt of such notice, such Preferred Holder fails to (i) notify the Company in writing of its desire to not have the Convertible Debentures redeemed, (ii) furnish to the Company its written consent and election to revoke any prior TRS election jointly made by the Company (or any successor) and the Preferred Holder or its Affiliates, and (iii) waive in writing any future obligation of the Company (or any successor) to become a TRS or a REIT, then, immediately prior to and in connection with the consummation of the business combination described in subsection (e)(i)(A) above, the Company shall redeem all of the Unconvertible Debentures (as determined by such Preferred Holder with reference to Unconvertible Shares pursuant to Section 10.2(b)(ii) above) held by the WRP Trust or such Preferred Holder and its Affiliates (including prior to May 30, 2002) in the manner and in the amounts provided in Sections 10.2(b)(ii)(y) and (z) of the Indenture; provided, however, that if the amount of payment calculated in accordance with Section 10.2(b)(ii)(z) above with respect to the Unconvertible Debentures is less than the Optional Redemption Price with respect to the Unconvertible Debentures, in lieu of paying such amount calculated in accordance with Section 10.2(b)(ii)(z), the Company shall pay the Optional Redemption Price with respect to the Unconvertible Debentures. Upon consummation of the foregoing, any and all obligations of the Company to become or remain a TRS or a REIT or to deliver opinions to that effect shall be terminated. All other Convertible Debentures and related Convertible Preferred Securities shall remain outstanding unless the liquidation amount of such outstanding Convertible Preferred Securities is less than $10,000,000, in which event the Company shall redeem for cash all of such Convertible Debentures equal to the liquidation amount of the outstanding Convertible Preferred Securities in accordance with Section 10.2(a) above. For purposes of calculating the 5% limitation described above, the Company shall reasonably and timely cooperate in furnishing relevant information to a Preferred Holder that requests such information in writing. For purposes of this Section 10.2(e), a Preferred Holder shall be considered to hold directly all securities it owns directly and indirectly. (ii) If the events described in subsection (e)(1)(A) above have occurred, the Company gives written notice thereof to each Preferred Holder, and the pro forma computation described in subsection (e)(1)(B) results in a Preferred Holder otherwise subject to Section 10.2(b) and its Affiliates owning 5% or less of both the total voting power (on an as converted basis) or total value of the outstanding securities of the Company, then the Convertible Debentures need not be redeemed and any and all obligations of the Company to become or remain a TRS or a REIT or to deliver opinions to that effect shall be terminated. (iii) If the Company desires to take any action that would not cause a delistingviolate the terms of Section 5.1(h), (i) or (j), then the Company can take such action provided the Company redeems all outstanding Common Securities, Convertible Debentures, Convertible Preferred Securities and any Common Shares acquired in conversion thereof, by paying to the respective holders thereof in cash an amount equal to (i) the Closing Price on the trading date immediately prior to the Redemption Date of each such Common Share acquired in the aforementioned conversion, and (ii) with respect to outstanding Convertible Debentures, Common Securities and Convertible Preferred Securities the greater of, without duplication (x) the Optional Redemption Price for all outstanding Convertible Debentures (together with any required interest payment under Section 10.2(a) above) plus the Redemption Price (as defined in the Declaration) for the Common Securities and Convertible Preferred Securities and (y) the Closing Price of the Common Shares into which such Convertible Debentures, Common Securities and Convertible Preferred Securities, without duplication, are convertible on the trading date immediately prior to the Redemption Date.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this IndentureArticle XIV, the Company shall have the right to redeem the DebenturesSecurities, in whole or in part, from time to time, on or after December 31________ __, 2006, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures2007, at the Redemption Price. If the Debentures Securities are only partially redeemed pursuant to this Section 3.3(a)14.02, the Debentures Securities to be redeemed shall be redeemed selected on a pro rata or basis, by lot or in by such other manner as method that the Trustee shall deem appropriate not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, PROVIDED, HOWEVER, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in its discretionorder that only Securities in denominations of $25 or integral multiples thereof shall be redeemed. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided determines, PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to Notwithstanding the provisions first sentence of Section 3.3(c)14.02, upon the entry of an order for dissolution of the Coastal Capital Trust I by a court of competent jurisdiction, the Company shall have Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after __________ __, 2007, at the right to redeem Debentures at any time Redemption Price, and from time to time otherwise in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to accordance with this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed OutstandingArticle XIV. (c) If Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. (d) The Company shall not effect a partial redemption of the Debentures Securities if such partial redemption would result in the a delisting of the Preferred Securities issued by from the Trust from The Nasdaq NASDAQ National Market or any national securities such other exchange or other organization on which as the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delistinglisted.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after December 31, 2006[_______________], at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to Article Eleven of the provisions of Section 3.3(c)Base Indenture, except as otherwise may be specified in this Indentureprior to the Par Call Date, the Company shall have the right to may redeem the DebenturesNotes, at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Make-Whole Optional Redemption Price”) equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, less (b) interest accrued to the Redemption Date, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Notes to be redeemed to the Redemption Date. (b) Subject to Article Eleven of the Base Indenture, on or after December 31the Par Call Date, 2006the Company may redeem the Notes, in whole or in part, at a redemption price (the “Par Call Optional Redemption Price Price”) equal to 100% of the principal amount to be of the Notes being redeemed plus any accrued and unpaid interest thereon on the Notes to the date Redemption Date. (c) Unless the Company defaults in payment of such the Optional Redemption Price, on and after the Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption. Any . (d) Notice of any redemption pursuant to this Section 3.3(a) 4.1 shall be made upon not less than 30 days' nor more than 60 days' notice to the holder given as provided in Section 1104 of the DebenturesBase Indenture, at except that any notice of such redemption shall not specify the related Optional Redemption Price but only the manner of calculation thereof. The Trustee shall not be responsible for the calculation of such Optional Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures The Company shall be redeemed pro rata or by lot or in calculate such other manner as Optional Redemption Price and promptly notify the Trustee shall deem appropriate and fair in its discretionthereof. The Company’s actions and determinations in determining the Optional Redemption Price shall be paid prior to 12:00 noonconclusive and binding for all purposes, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paidabsent manifest error. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to Article Eleven of the provisions of Section 3.3(c), except as otherwise may be specified in this Base Indenture, the Company shall have the right to redeem either series of the DebenturesNotes, in whole or in part, from time to time, on or after December 31, 2006, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in time, at a principal amount redemption price (the “Optional Redemption Price”) equal to the Liquidation Amount greater of: (as defined in i) 100% of the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal the Notes to be redeemed; and (ii) the Liquidation Amount sum of (as defined in x) the Trust Agreement) present values of that number the remaining scheduled payments of Common Securities that bears principal and interest on the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities Notes to be redeemed bears (exclusive of interest accrued to the total number date of Preferred Securities then outstandingredemption) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Adjusted Treasury Rate plus (y) 20 basis points, in the case of the 2018 Notes, and 25 basis points, in the case of the 2023 Notes, plus accrued and unpaid interest to but excluding the Redemption Date. (b) On and after the applicable Redemption Date, interest will cease to accrue on the Notes or any portion of the Notes called for redemption (unless the Company defaults in the payment of the Optional Redemption Price and accrued interest). Such Debentures On or before the applicable Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to pay the Optional Redemption Price of, and accrued interest on, the Notes to be redeemed on such Redemption Date. If less than all of the Notes of a series are to be redeemed, the Notes to be redeemed shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished selected by the Trustee in compliance with the requirements of the principal national securities exchange, if any, by lot and subject to applicable DTC procedures or regulations or by such method as the Trustee shall no longer be deemed Outstandingdeem appropriate. (c) If a partial Notice of any redemption pursuant to this Section 4.1 shall be given as provided in Section 1104 of the Debentures would result in Base Indenture, except that any notice of such redemption shall not specify the delisting related Optional Redemption Price but only the manner of the Preferred Securities issued by the Trust from calculation thereof. The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company Trustee shall not be permitted to effect responsible for the calculation of such partial redemption Optional Redemption Price. The Company shall calculate such Optional Redemption Price and may only redeem promptly notify the Debentures in whole or in part to such extent as would not cause a delistingTrustee thereof.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(cSections 3.1(b), except as otherwise may be specified in (c), and (d) and to the other provisions of this IndentureArticle III, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after December 31________ __, 2006, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to 20__ [three years after the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made issuance], upon not less than 30 days' 20 days nor more than 60 days' days notice to the holder Holders of the Debentures, at the following prices (expressed as percentages of the principal amount of the Debentures) (the "Optional Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a"), if redeemed during the Debentures shall be redeemed pro rata or by lot or 12-month period beginning ________ __ [the month and day of issuance]: Year Redemption Price ---- ---------------- 20__ [the third year after the year of 102.0% issuance] 20__ [the fourth year after the year of 101.0% issuance] 20__ [the fifth year after the year of 100.0% issuance] and thereafter plus, in such other manner as each case, accrued and unpaid interest (including Additional Payments, if any) to, but excluding, the Trustee shall deem appropriate and fair in its discretionRedemption Date. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Convertible Preferred Securities issued by the Insignia Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Convertible Preferred Securities are then listed or quotedlisted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole whole. (c) The Company may not redeem fewer than all of the outstanding Debentures unless all accrued and unpaid interest has been paid on all of the outstanding Debentures. (d) Notwithstanding the foregoing, if Debentures are redeemed on any March 31, June 30, September 30, or December 31, accrued and unpaid interest (and Additional Payments, if any) shall be payable to Holders of record on the relevant record date, instead of the Holders on the Redemption Date. (e) Notwithstanding the foregoing, the Trustee shall not redeem any Debentures pursuant to this Section 3.1 or mail any notice of optional redemption during the continuance of a default in part to such extent as would not cause payment of interest or premium on the Debentures or of any Event of Default of which, in the case of any Event of Default other than under Section 7.1(a) or (b), a delistingResponsible Officer of the Trustee has Actual Knowledge.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except Except as otherwise may be specified in this IndentureSupplemental Indenture No. 3, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to time, on or after December 31, 2006, at a redemption price (the “Optional Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to, but excluding, the Redemption Date; and (ii) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. The Company will mail notice of such redemption. Any redemption pursuant to this Section 3.3(a) shall the registered holders of the Notes to be made upon redeemed not less than 30 days' nor more than 60 days' notice days prior to the holder of the Debentures, at the Redemption PriceDate. If the Debentures Notes are only partially redeemed pursuant to this Section 3.3(a)3.01, the Debentures shall Notes to be redeemed pro rata or will be selected by lot or the Trustee in such other manner as the Trustee in its sole discretion it shall deem appropriate and fair fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its discretionprocedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. . If money sufficient to pay the redemption price of all of the Notes (bor portions thereof) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to on the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by Redemption Date is deposited with the Trustee or paying agent on or before the Redemption Date and shall no longer be deemed Outstandingcertain other conditions are satisfied, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after December 31September 30, 20062005, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delistingwhole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after December 31April 30, 20062007, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, at any time and from time to time, (i) on or after December 31, 2006[___________], at a Redemption Price equal to 100[___]% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption; (ii) on or after [___________] but before [____________], at a Redemption Price equal to [___]% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption; and (iii) on or after [_____________] but before [__________], at a Redemption Price equal to [__]% of the principal to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. The Company may elect to redeem the Debentures pursuant to (ii) and (iii) above only if the stock price for the Company's common stock has been at least [___]% of the Conversion Price for a period of twenty consecutive business days ending within five days of the date of notice of redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions terms of Section 3.3(c), except as otherwise may be specified in this the Indenture, the Company Notes shall have the right to redeem the Debentures, be redeemable in whole or in part, at the Company’s option, at any time and from time to timetime at a redemption price (the “Optional Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present values of the Remaining Scheduled Payments discounted to the Redemption Date, not including any portion of any payments of interest accrued to the Redemption Date, on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate, plus 25 basis points, plus accrued and unpaid interest thereon to, but not including, the Redemption Date; provided, however, that if the Company redeems any Notes on or after December 313, 20062024 (the date falling three months prior to the Stated Maturity), at a Redemption Price the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed redeemed, plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon to, but not less than 30 days' nor more than 60 days' notice to the holder of the Debenturesincluding, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paidDate. (b) Subject Notice of any redemption shall be transmitted not less than 30 days and not more than 60 days prior to the provisions Redemption Date to each Holder of Section 3.3(cNotes to be redeemed. In connection with any redemption of Notes, any such redemption may, at the Company’s discretion, be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the Redemption Date (whether the original Redemption Date or the Redemption Date so delayed). In addition, the Company shall have may provide in such notice that payment of the right to redeem Debentures at any time Optional Redemption Price and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) performance of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal ’s obligations with respect to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to such redemption may be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender performed by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandinganother person. (c) Unless the Company defaults in payment of the Optional Redemption Price, from and after the Redemption Date, interest shall cease to accrue on the Notes or portions thereof called for redemption. If a partial less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by lot and may provide for the selection for redemption of the Debentures would result in the delisting a portion of the Preferred Securities issued principal amount of Notes held by a Holder equal to an authorized denomination. If the Trust from The Nasdaq National Market or any national securities exchange or other organization on which Company redeems less than all of the Preferred Securities Notes and the Notes are then listed or quotedheld in book-entry form, the Company shall not redemption will be permitted to effect such partial redemption and may only redeem made in accordance with the Debentures in whole or in part to such extent as would not cause a delistingDepositary’s customary procedures.

Optional Redemption by Company. (a) Subject to Article XI of the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to time, on or after December 31, 2006, at a redemption price (the “Optional Redemption Price Price”) equal to: (i) in the case of 2024 Notes redeemed prior to March 15, 2024, the greater of (x) 100% of the principal amount to be redeemed of such Notes being redeemed, plus any accrued and unpaid interest thereon to the date Redemption Date, and (y) the sum of the present values of the remaining scheduled payments of principal and interest in respect of the 2024 Notes being redeemed (exclusive of interest accrued to the Redemption Date of the 2024 Notes) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus accrued and unpaid interest on the principal amount of such redemptionNotes being redeemed to the Redemption Date; or (ii) in the case of 2024 Notes redeemed on or after March 15, 2024, 100% of the principal amount of such Notes, plus accrued and unpaid interest to the Redemption Date; or (iii) in the case of 2044 Notes redeemed prior to December 15, 2043, the greater of (x) 100% of the principal amount of such Notes being redeemed, plus accrued and unpaid interest to the Redemption Date, and (y) the sum of the present values of the remaining scheduled payments of principal and interest in respect of the 2044 Notes being redeemed (exclusive of interest accrued to the Redemption Date of the 2044 Notes) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to the Redemption Date; or (iv) in the case of 2044 Notes redeemed on or after December 15, 2043, 100% of the principal amount of such Notes, plus accrued and unpaid interest to the Redemption Date. The Company shall calculate the applicable Optional Redemption Price and promptly notify the Trustee thereof. Any redemption pursuant to this Section 3.3(a) shall the preceding paragraph will be made upon not less than 30 days' nor more than 60 days' ’ prior notice to before the holder Redemption Date of the DebenturesNotes to be redeemed to each Holder of the Notes of the series to be redeemed, at the Optional Redemption Price. If the Debentures Notes are only partially redeemed pursuant to this Section 3.3(a3.01(a), the Debentures shall Notes of the series to be redeemed pro rata or will be selected by lot or in such other manner as the Trustee in accordance with Section 11.3 of the Indenture; provided that if at the time of redemption the Notes of the series to be redeemed are registered as a Global Note, the Depository shall deem appropriate and fair determine, in accordance with its discretionprocedures, the principal amount of the Notes of the series to be redeemed held by each Holder of such Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) Notice of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed redemption pursuant to this Section 3.3(b) only 3.01 shall be given as provided in exchange for and upon surrender by the Company to the Property Trustee Section 11.4 of the Preferred Securities and a proportionate amount Indenture except that any notice of Common Securities, whereupon such redemption pursuant to Sections 3.01(a)(i) or (iii) shall not specify the Property related Optional Redemption Price but only the manner of calculation thereof. The Trustee shall cancel not be responsible for the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) calculation of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingsuch Optional Redemption Price. (c) If a partial redemption of The following terms have the Debentures would result meanings given to them in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.this Section 3.01(c):

Optional Redemption by Company. The redemption price (the “Redemption Price”) of the Notes shall be calculated as follows: (a) Subject Prior to the provisions of Section 3.3(c), except as otherwise may be specified in this IndenturePar Call Date, the Company shall have the right to may redeem the DebenturesNotes at its option, in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, less (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Notes to be redeemed to the date of redemption. (b) On or after December 31the Par Call Date, 2006the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount to be of the Notes being redeemed plus any accrued and unpaid interest thereon to the date redemption date. (c) The Trustee shall not be responsible for the calculation of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures The Company shall be redeemed pro rata or by lot or in calculate such other manner as Redemption Price and promptly notify the Trustee shall deem appropriate and fair in its discretionwriting thereof. The Company’s actions and determinations in determining the Redemption Price shall be paid prior to 12:00 noonconclusive and binding for all purposes, New York timeabsent manifest error. (d) In the case of a partial redemption, on selection of the date Notes for redemption will be made pro rata or, in the case of such redemption or at such earlier time as the Company determines provided that the Company shall deposit Global Note in accordance with the Trustee an Depositary’s procedures. No Notes of a principal amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price of $2,000 or less will be redeemed in part. If any Note is to be paid. (b) Subject redeemed in part only, the notice of redemption that relates to the provisions Note will state the portion of Section 3.3(c)the principal amount of the Note to be redeemed. Except in the case of the Global Note, the Company shall have the right to redeem Debentures at any time and from time to time a new Note in a principal amount equal to the Liquidation Amount (as defined unredeemed portion of the Note will be issued in the Trust Agreement) name of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount Holder of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and Note upon surrender by the Company to the Property Trustee for cancellation of the Preferred Securities and a proportionate amount of Common Securities, whereupon original Note. In the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption case of the Debentures would result in Global Note, DTC, or its nominee, will determine the delisting allocation of the Preferred Securities issued by redemption price among beneficial owners in such Global Note in accordance with the Trust from The Nasdaq National Market or any national securities exchange or other organization on which policies and procedures of the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delistingDepositary.

Optional Redemption by Company. (a) Subject At any time and from time to time prior to the provisions of Section 3.3(c), except as otherwise may be specified in this IndenturePar Call Date, the Company shall have has the right right, at its option, to redeem the DebenturesNotes, in whole or in part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments on such Notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid to and including the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 20 basis points, plus, in each case, accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the Redemption Date. (b) On or after the Par Call Date, the Company has the right, at its option, to redeem the Notes, in whole or in part, at any time and from time to time, on or after December 31, 2006, at a Redemption Price redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the Redemption Date. (c) The Company will cause the notice of any redemption to be mailed (or sent electronically in accordance with applicable Depositary procedures) to the registered Holders of the applicable Notes to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' 10 nor more than 60 days' notice days prior to the holder of the DebenturesRedemption Date. Any notice may, at the Redemption Pricediscretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent. If the Debentures Notes are only partially redeemed pursuant to this Section 3.3(a)3.01, the Debentures shall such Notes to be redeemed pro rata or will be selected by lot or the Trustee in such other manner as the Trustee in its sole discretion it shall deem appropriate and fair in its discretionfair, subject to any applicable Depositary procedures. The Redemption Price price for any redemption pursuant to this Section 3.01 shall be paid prior to 12:00 noon, New York City time, on the date of such redemption applicable Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary applicable to the Notes (if then registered as Global Notes); provided, that the Company shall deposit with the Trustee or the Paying Agent an amount sufficient to pay the Redemption Price applicable redemption price by 10:00 a.m., New York City time, on the date such Redemption Price redemption price is to be paid. (bd) Subject If money sufficient to pay the provisions redemption price of Section 3.3(c), all of the Company shall have the right to redeem Debentures at any time and from time to time in Notes (or a principal amount equal to the Liquidation Amount (as defined in the Trust Agreementportion thereof) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears on the applicable Redemption Date is deposited with the Trustee or the Paying Agent on or before such Redemption Date as provided herein, then on and after such Redemption Date, interest will cease to accrue on such Notes called for redemption. (e) Neither the total number Trustee nor any Paying Agent shall have any obligation to calculate any redemption price or any component thereof in respect of Preferred Securities then outstanding. Such Debentures the Notes, and the Trustee and each Paying Agent shall be redeemed pursuant entitled to this Section 3.3(b) only in exchange for receive and conclusively rely upon surrender an Officer’s Certificate delivered by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingthat specifies any redemption price. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the The Company shall have the right to redeem the Debentures, Notes at any time in whole or in part, from time to time, on or after December 31, 2006, time in part for cash at a redemption price (the “Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) unless the Notes are redeemed on or after the Par Call Date, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus any twenty-five (25) basis points; plus, in each case, accrued and unpaid interest thereon to to, but not including, the date of redemption. (b) Notwithstanding subsection (a) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest shall cease to accrue on any Notes or portions thereof that are called for redemption. Any . (c) Notices of redemption pursuant to this Section 3.3(a) 3.02 shall be made upon mailed at least thirty (30) but not less than 30 days' nor more than 60 days' notice sixty (60) days before the Redemption Date to the holder each Holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant Notes to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in at its discretionregistered address. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay calculate the Redemption Price by 10:00 a.m., New York time, on and shall deliver an Officers’ Certificate to the date such Trustee setting forth the Redemption Price is no later than two Business Days prior to be paidthe Redemption Date. (bd) Subject to If less than all the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities Notes are to be redeemed bears at any time, the Notes to the total number of Preferred Securities then outstanding. Such Debentures be redeemed shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender selected by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securitieslot by DTC, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) case of Debentures shall be extinguished Global Notes, or by the Trustee by a method the Trustee deems to be fair and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result appropriate, in the delisting case of the Preferred Securities issued Notes that are not represented by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delistingGlobal Note.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except Except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to time, on or after December 31, 2006, at a redemption price (the “Optional Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points, plus in each case accrued interest thereon to, but excluding, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant Record Date. The Company will mail notice of such redemption to the registered holders of the Notes to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice days prior to the holder of the Debentures, at the Redemption PriceDate. If the Debentures Notes are only partially redeemed pursuant to this Section 3.3(a)3.01, the Debentures shall Notes to be redeemed pro rata or will be selected by lot or the Trustee in such other manner as the Trustee in its sole discretion it shall deem appropriate and fair fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its discretionprocedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. . If money sufficient to pay the redemption price of all of the Notes (bor portions thereof) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to on the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by Redemption Date is deposited with the Trustee or paying agent on or before the Redemption Date and shall no longer be deemed Outstandingcertain other conditions are satisfied, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after December 31, 2006______________ 2007, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the The Company shall have the right to redeem the Debentures, Notes at any time in whole or in part, from time to time, on or after December 31, 2006, time in part for cash at a redemption price (the “Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus any fifteen (15) basis points; plus, in each case, accrued and unpaid interest thereon to to, but not including, the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject Notwithstanding subsection (a) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the provisions registered Holders as of Section 3.3(c), the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company shall have the right to redeem Debentures at any time and from time to time defaults in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee payment of the Preferred Securities Redemption Price, on and a proportionate amount of Common Securitiesafter the Redemption Date, whereupon the Property Trustee interest shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingcease to accrue on any Notes or portions thereof that are called for redemption. (c) If a partial Notices of redemption shall be mailed at least thirty (30) but not more than sixty (60) days before the Redemption Date to each Holder of the Debentures would result Notes to be redeemed at its registered address. The Company shall calculate the Redemption Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are to be redeemed at any time, the Notes to be redeemed shall be selected by lot by DTC, in the delisting case of the Preferred Securities issued Global Notes, or by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which Trustee by a method the Preferred Securities Trustee deems to be fair and appropriate, in the case of Notes that are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause represented by a delistingGlobal Note.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except Except as otherwise may be specified in this IndentureSupplemental Indenture No. 1, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to time, on or after December 31, 2006, at a redemption price (the “Optional Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to, but excluding, the Redemption Date; and (ii) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 35 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. The Company will mail notice of such redemption. Any redemption pursuant to this Section 3.3(a) shall the registered holders of the Notes to be made upon redeemed not less than 30 days' nor more than 60 days' notice days prior to the holder of the Debentures, at the Redemption PriceDate. If the Debentures Notes are only partially redeemed pursuant to this Section 3.3(a)3.01, the Debentures shall Notes to be redeemed pro rata or will be selected by lot or the Trustee in such other manner as the Trustee in its sole discretion it shall deem appropriate and fair fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its discretionprocedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. . If money sufficient to pay the redemption price of all of the Notes (bor portions thereof) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to on the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by Redemption Date is deposited with the Trustee or paying agent on or before the Redemption Date and shall no longer be deemed Outstandingcertain other conditions are satisfied, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the The Company shall have the right to redeem the Debentures, Notes at any time in whole or in part, from time to time, on or after December 31, 2006, time in part for cash at a redemption price (the “Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus any ten (10) basis points; plus, in each case, accrued and unpaid interest thereon to to, but not including, the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject Notwithstanding subsection (a) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the provisions registered Holders as of Section 3.3(c), the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company shall have the right to redeem Debentures at any time and from time to time defaults in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee payment of the Preferred Securities Redemption Price, on and a proportionate amount of Common Securitiesafter the Redemption Date, whereupon the Property Trustee interest shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingcease to accrue on any Notes or portions thereof that are called for redemption. (c) If a partial Notices of redemption shall be mailed at least thirty (30) but not more than sixty (60) days before the Redemption Date to each Holder of the Debentures would result Notes to be redeemed at its registered address. The Company shall calculate the Redemption Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are to be redeemed at any time, the Notes to be redeemed shall be selected by lot by DTC, in the delisting case of the Preferred Securities issued Global Notes, or by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which Trustee by a method the Preferred Securities Trustee deems to be fair and appropriate, in the case of Notes that are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause represented by a delistingGlobal Note.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise The 2020 Notes may be specified in this Indenture, the Company shall have the right to redeem the Debenturesredeemed, in whole or in part, from at any time (the date of such redemption, a “2020 Redemption Date”) at the Company’s option. If the 2020 Notes are redeemed at any time prior to timethe maturity date of the 2020 Notes, such notes will be redeemed at a redemption price equal to the greater of: (1) 100% of the principal amount of the 2020 Notes to be redeemed, and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2020 Notes to be redeemed (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus, in each of the cases (1) and (2) above, accrued and unpaid interest on the 2020 Notes being redeemed to, but not including, the applicable 2020 Redemption Date. Any redemption pursuant to this Section 6.01(a) is subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or before the applicable 2020 Redemption Date. (b) The 2022 Notes may be redeemed, in whole or in part, at any time (the date of such redemption, a “2022 Redemption Date”) at the Company’s option. If the 2022 Notes are redeemed at any time prior to the Par Call Date, the 2022 Notes will be redeemed at a redemption price equal to the greater of: (1) 100% of the principal amount of the 2022 Notes to be redeemed, and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2022 Notes to be redeemed that would have been made if the 2022 Notes matured on the Par Call Date (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus, in each of the cases (1) and (2) above, accrued and unpaid interest on the 2022 Notes to be redeemed to, but not including, the applicable 2022 Redemption Date. If the 2022 Notes are redeemed at any time on or after December 31the Par Call Date, 2006, the 2022 Notes will be redeemed at a Redemption Price redemption price equal to 100% of the principal amount of the 2022 Notes to be redeemed redeemed, plus any accrued and unpaid interest thereon to on the date of such redemption2022 Notes being redeemed to, but not including, the applicable 2022 Redemption Date. Any redemption pursuant to this Section 3.3(a6.01(b) shall be made upon not less than 30 days' nor more than 60 days' notice is subject to the holder right of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, holders of record on the relevant record date of such redemption to receive interest due on an interest payment date that is on or at such earlier time as before the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the applicable 2022 Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paidDate. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the The Company shall have the right to redeem the DebenturesNotes at any time in whole or in part from time to time. (i) If the Notes are redeemed on or prior to December 15, 2030, the redemption price (the "Redemption Price") for the Notes to be redeemed will equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed; and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 30 basis points (0.30%); (ii) If the Notes are redeemed on or after December 15, 2030, the Redemption Price for the Notes to be redeemed will equal 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to but excluding the Redemption Date. (b) Notwithstanding subsection (a) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (c) Notices of redemption shall be mailed at least thirty (30) but not more than sixty (60) days before the Redemption Date to each Holder of the Notes to be redeemed at its registered address. The Company shall calculate the Redemption Price and shall deliver an Officers' Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are to be redeemed at any time, the Notes to be redeemed shall be selected by lot by DTC, in the case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by a Global Note. (e) The Company shall not be required to (i) issue, register the transfer of or exchange any Notes during the period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption and ending at the close of business on the day of such mailing or (ii) to register the transfer or exchange of any Notes so selected for redemption in whole or in part, from time to time, on or after December 31, 2006, at a Redemption Price equal to 100% except the unredeemed portion of the principal amount to be any such Notes being redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paidpart. (bf) Subject In addition to the provisions of Section 3.3(c)Company's right to redeem the Notes as set forth above, the Company shall have the right to redeem Debentures may at any time and from time to time purchase Notes in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Companyopen market transactions, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingtender offers or otherwise. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise The 2024 Notes may be specified in this Indenture, the Company shall have the right to redeem the Debenturesredeemed, in whole or in part, from at any time (the date of such redemption, a “2024 Redemption Date”) at the Company’s option. If the 2024 Notes are redeemed at any time prior to timethe Par Call Date, the 2024 Notes will be redeemed at a redemption price equal to the greater of: (1) 100% of the principal amount of the 2024 Notes to be redeemed, and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2024 Notes to be redeemed that would have been made if the 2024 Notes matured on the Par Call Date (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus, in each of the cases (1) and (2) above, accrued and unpaid interest on the 2024 Notes to be redeemed to, but not including, the applicable 2024 Redemption Date. If the 2024 Notes are redeemed at any time on or after December 31the Par Call Date, 2006, the 2024 Notes will be redeemed at a Redemption Price redemption price equal to 100% of the principal amount of the 2024 Notes to be redeemed redeemed, plus any accrued and unpaid interest thereon to on the date of such redemption2024 Notes being redeemed to, but not including, the applicable 2024 Redemption Date. Any redemption pursuant to this Section 3.3(a6.01(a) shall be made upon not less than 30 days' nor more than 60 days' notice is subject to the holder right of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, holders of record on the relevant record date of such redemption to receive interest due on an interest payment date that is on or at such earlier time as before the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the applicable 2024 Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paidDate. (b) Subject to the provisions of Section 3.3(c)The 2029 Notes may be redeemed, the Company shall have the right to redeem Debentures in whole or in part, at any time and from (the date of such redemption, a “2029 Redemption Date”) at the Company’s option. If the 2029 Notes are redeemed at any time prior to time in the Par Call Date, the 2029 Notes will be redeemed at a principal amount redemption price equal to the Liquidation Amount greater of: (as defined in 1) 100% of the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal the 2029 Notes to be redeemed, and (2) the Liquidation Amount (as defined in sum of the Trust Agreement) present values of that number the remaining scheduled payments of Common Securities that bears principal and interest on the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities 2029 Notes to be redeemed bears that would have been made if the 2029 Notes matured on the Par Call Date (exclusive of interest accrued to the total number redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of Preferred Securities then outstanding. Such Debentures shall twelve 30-day months) at the Treasury Rate plus 30 basis points, plus, in each of the cases (1) and (2) above, accrued and unpaid interest on the 2029 Notes to be redeemed to, but not including, the applicable 2029 Redemption Date. If the 2029 Notes are redeemed at any time on or after the Par Call Date, the 2029 Notes will be redeemed at a redemption price equal to 100% of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest on the 2029 Notes being redeemed to, but not including, the applicable 2029 Redemption Date. Any redemption pursuant to this Section 3.3(b6.01(b) only in exchange for and upon surrender by the Company is subject to the Property Trustee right of holders of record on the Preferred Securities and a proportionate amount of Common Securities, whereupon relevant record date to receive interest due on an interest payment date that is on or before the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingapplicable 2029 Redemption Date. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c3.2(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or any Interest Payment Date after December 31June 30, 20062007 (each a “Redemption Date”), at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionRedemption Date. Any redemption pursuant to this Section 3.3(a3.2(a) shall be made upon not less than 30 days' ’ nor more than 60 days' ’ notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a)3.2, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem in good ▇▇▇▇▇ ▇▇▇▇ appropriate and fair in its sole discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paidDate. (b) Any redemption of Debentures pursuant to Section 3.1 or Section 3.2 shall be subject to the Company obtaining the prior approval of the Federal Reserve, if such approval is then required under the applicable capital guidelines, policies or regulations of the Federal Reserve, and any other required regulatory approvals. (c) If a partial redemption of the Debentures would result in the delisting of the Trust Preferred Securities issued by the Trust from any national securities exchange or other organization on which the Trust Preferred Securities are then listed, if any, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole. (d) Subject to the provisions of this Section 3.3(c)3.2, the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Trust Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Trust Preferred Securities to be redeemed bears to the total number of Trust Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b3.2(d) only in exchange for and upon surrender by the Company to the Property Trustee of the Trust Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Trust Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject At any time or from time to the provisions of Section 3.3(c)time prior to January 18, except as otherwise may be specified in this Indenture2023, the Company shall have the right at its option to redeem the DebenturesNotes, in whole or in part, at a redemption price (the “Make-Whole Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present values of each remaining scheduled payment of principal of and interest on the Notes to be redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 45 basis points, plus accrued and unpaid interest on the principal amount of the Notes to be redeemed to the Redemption Date. With respect to any redemption occurring prior to January 18, 2023, the Company shall give the Trustee notice of the Make-Whole Redemption Price promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation. (b) At any time or from time to time, time on or after December 31January 18, 20062023, the Company shall have the right at its option to redeem the Notes, in whole or in part, at a redemption price (the “Par Redemption Price Price” and together with the Make-Whole Redemption Price, each an “Optional Redemption Price”) equal to 100% of the principal amount of the Notes to be redeemed plus any redeemed; plus, accrued and unpaid interest thereon on the principal amount of the Notes to be redeemed to the date of such redemption. Any Redemption Date. (c) On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder or any portion of the Debentures, at Notes called for redemption (unless the Company defaults in the payment of the Optional Redemption Price and accrued and unpaid interest). On or before the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a)Date, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount money sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, of and (unless the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest to the Redemption Date on the date such Redemption Price is Notes to be paidredeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed will be selected by the Trustee by such method as the Trustee will deem fair and appropriate; provided, however, that no Notes of a principal amount of $2,000 or less shall be redeemed in part, provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. (bd) Subject The Company will mail notice of such redemption to the provisions registered holders of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities Notes to be redeemed bears not less than 30 nor more than 60 days prior to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed OutstandingRedemption Date. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c)3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the DebenturesNotes due 2009 or the Notes due 2014, in whole or in part, at any time or from time to time, on or after December 31, 2006, at a redemption price (the "Optional Redemption Price Price") equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date Redemption Date of such redemptionthe series to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date of the series to be redeemed) discounted to the Redemption Date of the series to be redeemed on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at (A) the Treasury Rate plus 15 basis points for the Notes due 2009 or (B) the Treasury Rate plus 20 basis points for the Notes due 2014, plus, in each case, accrued interest on the principal amount being redeemed to the Redemption Date of the series to be redeemed. Any redemption pursuant to this Section 3.3(a) shall the preceding paragraph will be made upon not less than 30 days' nor more than 60 days' prior notice to before the holder Redemption Date of the Debenturesseries to be redeemed to each Holder of the Notes of the series to be redeemed, at the Optional Redemption Price. If the Debentures Notes are only partially redeemed pursuant to this Section 3.3(a3.01(a), the Debentures shall Notes of the series to be redeemed will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes of the series to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of the Notes of the series to be redeemed held by each Holder of such other manner as the Trustee shall deem appropriate and fair in its discretionNotes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall The following terms have the right meanings given to redeem Debentures at any time and from time to time them in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding3.01(b). (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the The Company shall have the right to redeem the Debentures, Notes at any time in whole or in part, from time to time, on or after December 31, 2006, time in part for cash at a redemption price (the “Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) unless the Notes are redeemed on or after the Par Call Date, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus any thirty (30) basis points; plus, in each case, accrued and unpaid interest thereon to to, but not including, the date of redemption. (b) Notwithstanding subsection (a) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest shall cease to accrue on any Notes or portions thereof that are called for redemption. Any . (c) Notices of redemption pursuant to this Section 3.3(a) 3.02 shall be made upon mailed at least thirty (30) but not less than 30 days' nor more than 60 days' notice sixty (60) days before the Redemption Date to the holder each Holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant Notes to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in at its discretionregistered address. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay calculate the Redemption Price by 10:00 a.m., New York time, on and shall deliver an Officers’ Certificate to the date such Trustee setting forth the Redemption Price is no later than two Business Days prior to be paidthe Redemption Date. (bd) Subject to If less than all the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities Notes are to be redeemed bears at any time, the Notes to the total number of Preferred Securities then outstanding. Such Debentures be redeemed shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender selected by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securitieslot by DTC, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) case of Debentures shall be extinguished Global Notes, or by the Trustee by a method the Trustee deems to be fair and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result appropriate, in the delisting case of the Preferred Securities issued Notes that are not represented by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delistingGlobal Note.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except Except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after December 31_________, 20062009, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 35 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price redemption shall be paid effected prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay effectuate the Redemption Price redemption by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the The Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except Except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to time, on or after December 31, 2006at its option, at a redemption price (the “Optional Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 40 basis points, plus in each case accrued interest thereon to, but excluding, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant Record Date. The Company will mail notice of such redemption to the registered holders of the Notes to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice days prior to the holder of the Debentures, at the Redemption PriceDate. If the Debentures Notes are only partially redeemed pursuant to this Section 3.3(a)3.01, the Debentures shall Notes to be redeemed pro rata or will be selected by lot or the Trustee in such other manner as the Trustee in its sole discretion it shall deem appropriate and fair fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its discretionprocedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. . If money sufficient to pay the redemption price of all of the Notes (bor portions thereof) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to on the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by Redemption Date is deposited with the Trustee or paying agent on or before the Redemption Date and shall no longer be deemed Outstandingcertain other conditions are satisfied, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after December 31__________, 2006, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a)3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Trust Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of or that number of Common Securities that bears the same proportion to the total number of Common Securities then the outstanding as the number of Trust Preferred Securities to be redeemed bears to the total number of Trust Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to amount of Common Securities, whereupon the Property Trustee of the Trust Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Trust Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Trust Preferred Securities issued by the Trust from The the Nasdaq National Market System or any national other automated quotation system or securities exchange or other organization on which the Trust Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delistingwhole.

Optional Redemption by Company. (a) Subject to At the provisions of Section 3.3(c)Company’s option, except as otherwise the Floating Rate Notes may be specified in this Indentureredeemed (the date of any such redemption, the Company shall have the right to redeem the Debenturesa “2017 Redemption Date”), in whole or in part, at any time and from time to time, on or after December 31August 15, 2006, 2016 at a Redemption Price redemption price equal to 100% of the principal amount to be of the Floating Rate Notes being redeemed on the relevant 2017 Redemption Date; plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of Floating Rate Notes being redeemed to, but excluding, such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the 2017 Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paidDate. (b) Subject to At the provisions Company’s option, the 2019 Notes may be redeemed (the date of Section 3.3(cany such redemption, a “2019 Redemption Date”), the Company shall have the right to redeem Debentures (x) in whole or in part, at any time and from time to time in prior to July 15, 2019 at a principal amount redemption price to be calculated on the basis of a 360-day year consisting of twelve 30-day months (the “2019 Redemption Price”) equal to the Liquidation Amount greater of the following amounts: (as defined in i) 100% of the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures the 2019 Notes being redeemed on the relevant 2019 Redemption Date, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2019 Notes being redeemed on the applicable 2019 Redemption Date (not including the amount, if any, of accrued and unpaid interest to, but excluding, such 2019 Redemption Date) discounted to such 2019 Redemption Date on a semi-annual basis at the Treasury Rate, as determined by the Independent Investment Banker, plus 15 basis points; and (y) in whole only, at any time on or after July 15, 2019 at a redemption price equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee 100% of the Preferred Securities and a proportionate principal amount of Common Securitiesthe 2019 Notes being redeemed on the relevant 2019 Redemption Date; plus, whereupon in each of the Property Trustee shall cancel cases of (x)(i) and (ii) and (y) above, accrued and unpaid interest on the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding2019 Notes being redeemed to, but excluding, such 2019 Redemption Date. (c) If a partial redemption of At the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quotedCompany’s option, the Company shall not 2044 Notes may be permitted redeemed (the date of any such redemption, a “2044 Redemption Date”; any 2017 Redemption Date, 2019 Redemption Date or 2044 Redemption Date is herein referred to effect such partial redemption and may only redeem the Debentures as a “Redemption Date”), (x) in whole or in part part, at any time and from time to time prior to February 15, 2044 at a redemption price to be calculated on the basis of a 360-day year consisting of twelve 30-day months (the “2044 Redemption Price”; any 2019 Redemption Price or 2044 Redemption Price is herein referred to as a “Redemption Price”) equal to the greater of the following amounts: (i) 100% of the principal amount of the 2044 Notes being redeemed on the relevant 2044 Redemption Date, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2044 Notes being redeemed on the applicable 2044 Redemption Date (not including the amount, if any, of accrued and unpaid interest to, but excluding, such 2044 Redemption Date) discounted to such extent 2044 Redemption Date on a semi-annual basis at the Treasury Rate, as would not cause determined by the Independent Investment Banker, plus 25 basis points; and (y) in whole only, at any time on or after February 15, 2044 at a delistingredemption price equal to 100% of the principal amount of the 2044 Notes being redeemed on the relevant 2044 Redemption Date; plus, in each of the cases of (x)(i) and (ii) and (y) above, accrued and unpaid interest on the 2044 Notes being redeemed to, but excluding, such 2044 Redemption Date. (d) Notice of any redemption of the Notes of any series shall be given in the manner and otherwise in accordance with the provisions of Section 404 of the Indenture to each Holder of Securities to be redeemed, at his address appearing in the Security Register, and that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption of the Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date (unless the Company defaults in the payment of the applicable Redemption Price and accrued and unpaid interest). Any interest accrued to such Redemption Date will be paid as specified in such notice. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this IndentureArticle XIV, the Company shall have the right to redeem the DebenturesSecurities, in whole or in part, from time to time, on or after December 31_________ __, 2006, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures20__, at the Redemption Price. If the Debentures Securities are only partially redeemed pursuant to this Section 3.3(a)14.02, the Debentures Securities to be redeemed shall be redeemed selected on a pro rata or basis, by lot or in by such other manner as method that the Trustee shall deem appropriate not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in its discretionorder that only Securities in denominations of $_________or integral multiples thereof shall be redeemed. The Redemption Price shall be paid prior to 12:00 noon___:00 __.m., New York time, on the date of such redemption or at such earlier time as the Company determines determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m.___:00 __.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to Notwithstanding the provisions first sentence of Section 3.3(c)14.02, upon the entry of an order for dissolution of the R&G Capital Trust by a court of competent jurisdiction, the Company shall have Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after _________ __, 20__, at the right to redeem Debentures at any time Redemption Price, and from time to time otherwise in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to accordance with this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed OutstandingArticle XIV. (c) If Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. (d) The Company shall not effect a partial redemption of the Debentures Securities if such partial redemption would result in the a delisting of the Preferred Securities issued by from the Trust from The Nasdaq NASDAQ National Market or any national securities such other exchange or other organization on which as the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delistinglisted.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except Except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after December 31_____, 20062008, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price redemption shall be paid effected prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay effectuate the Redemption Price redemption by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the The Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the The Company shall have the right to redeem the Debentures, Notes at any time in whole or in part, from time to time, on or after December 31, 2006, time in part for cash at a redemption price (the “Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) unless the Notes are redeemed on or after November 15, 2043, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus any fifteen (15) basis points; plus, in each case, accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject Notwithstanding subsection (a) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the provisions registered Holders as of Section 3.3(c), the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company shall have the right to redeem Debentures at any time and from time to time defaults in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee payment of the Preferred Securities Redemption Price, on and a proportionate amount of Common Securitiesafter the Redemption Date, whereupon the Property Trustee interest shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingcease to accrue on any Notes or portions thereof that are called for redemption. (c) If a partial Notices of redemption shall be mailed at least thirty (30) but not more than sixty (60) days before the Redemption Date to each Holder of the Debentures would result Notes to be redeemed at its registered address. The Company shall calculate the Redemption Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are to be redeemed at any time, the Notes to be redeemed shall be selected by lot by DTC, in the delisting case of the Preferred Securities issued Global Notes, or by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which Trustee by a method the Preferred Securities Trustee deems to be fair and appropriate, in the case of Notes that are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause represented by a delistingGlobal Note.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the The Company shall have the right to redeem the Debentures, Notes at any time in whole or in part, from time to time, on or after December 31, 2006, time in part for cash at a redemption price (the “Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) unless the Notes are redeemed on or after October 1, 2042, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus any fifteen (15) basis points; plus, in each case, accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject Notwithstanding subsection (a) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the provisions registered Holders as of Section 3.3(c), the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company shall have the right to redeem Debentures at any time and from time to time defaults in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee payment of the Preferred Securities Redemption Price, on and a proportionate amount of Common Securitiesafter the Redemption Date, whereupon the Property Trustee interest shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingcease to accrue on any Notes or portions thereof that are called for redemption. (c) If a partial Notices of redemption shall be mailed at least thirty (30) but not more than sixty (60) days before the Redemption Date to each Holder of the Debentures would result Notes to be redeemed at its registered address. The Company shall calculate the Redemption Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are to be redeemed at any time, the Notes to be redeemed shall be selected by lot by DTC, in the delisting case of the Preferred Securities issued Global Notes, or by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which Trustee by a method the Preferred Securities Trustee deems to be fair and appropriate, in the case of Notes that are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause represented by a delistingGlobal Note.

Optional Redemption by Company. (a) Subject Except as set forth in Section 3.02, the Floating Rate Notes shall not be redeemable prior to the provisions of Section 3.3(c)Floating Rate Notes Maturity Date. (b) At any time and from time to time prior to March 30, except as otherwise may be specified in this Indenture2027, the Company shall have has the right right, at its option, to redeem the Debentures2027 Notes, in whole or in part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the 2027 Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments on the 2027 Notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid to and including the Redemption Date) discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate plus 15 basis points, plus accrued and unpaid interest, if any, on the principal amount of the 2027 Notes being redeemed to, but excluding, the Redemption Date. (c) On or after March 30, 2027, the Company has the right, at its option, to redeem the 2027 Notes, in whole or in part, at any time and from time to time, on or after December 31, 2006, at a Redemption Price redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the 2027 Notes being redeemed to, but excluding, the Redemption Date. (d) The Company will cause the notice of any redemption to be mailed (or sent electronically in accordance with applicable Depositary procedures) to the registered Holders of the applicable 2027 Notes to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice days prior to the holder of the Debentures, at the Redemption PriceDate. If the Debentures 2027 Notes are only partially redeemed pursuant to this Section 3.3(a)3.01, the Debentures shall such 2027 Notes to be redeemed pro rata or will be selected by lot or the Trustee in such other manner as the Trustee in its sole discretion it shall deem appropriate and fair in its discretionfair, subject to any applicable Depositary procedures. The Redemption Price price for any redemption pursuant to this Section 3.01 shall be paid prior to 12:00 noon, New York London time, on the date of such redemption applicable Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary applicable to the 2027 Notes (if then registered as Global Notes); provided, that the Company shall deposit with the Trustee or the 2027 Notes Paying Agent an amount sufficient to pay the Redemption Price applicable redemption price by 10:00 a.m., New York London time, on the date such Redemption Price redemption price is to be paid. (be) Subject If money sufficient to pay the provisions redemption price of Section 3.3(c), all of the Company shall have the right to redeem Debentures at any time and from time to time in 2027 Notes (or a principal amount equal to the Liquidation Amount (as defined in the Trust Agreementportion thereof) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to on the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by applicable Redemption Date is deposited with the Trustee or the 2027 Notes Paying Agent on or before such Redemption Date as provided herein, then on and shall no longer be deemed Outstandingafter such Redemption Date, interest will cease to accrue on such 2027 Notes (or such portion thereof) called for redemption. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c)10.2(b) and to the provisions of this Article X generally, except as otherwise may be specified in Section 10.1 or elsewhere in this Indenture, the Company shall have the right to redeem the Convertible Debentures, in whole or in part, from time to time, on or after December 31September 30, 20062003. Any redemption pursuant to this paragraph will be made upon not less than 30 days nor more than 60 days notice to the Holders of the Convertible Debentures, at a Redemption Price price equal to 100% of the principal amount to be redeemed plus any of the Convertible Debentures (the "Optional Redemption Price") together with accrued and unpaid interest thereon (including Additional Sums, if any, and, to the extent permitted by applicable law, Compounded Interest, if any) to, but excluding, the redemption date. If Convertible Debentures are redeemed on any March 31, June 30, September 30, or December 31, accrued and unpaid interest shall be payable to holders of record on the relevant record date. The Company may not redeem fewer than all of the outstanding Convertible Debentures unless all accrued and unpaid interest has been paid on all Convertible Debentures for all quarterly interest payment periods terminating on or prior to the date of such redemption. Any So long as the corresponding Trust Securities are outstanding, the proceeds from the redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at Convertible Debentures will be used to redeem the Redemption PriceTrust Securities. If the Convertible Debentures are only partially redeemed pursuant to this Section 3.3(a)10.2, the Convertible Debentures shall will be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretionrata. The Optional Redemption Price Price, together with any required interest 727411.13 34 payment, shall be paid in immediately available funds prior to 12:00 noon, New York time, on the redemption date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price Price, together with any required interest payment, by 10:00 a.m., New York time, on the date such Redemption Price is amounts are to be paid. Partial redemptions must be in an amount not less than $1,000 principal amount of Convertible Debentures. If Convertible Debentures selected for partial redemption are converted in part before termination of the conversion right with respect to the portion of the Convertible Debentures so selected, the converted portion of the Convertible Debentures shall be deemed (so far as may be) to be the portion selected for redemption. Convertible Debentures (or portions thereof) which have been converted during a selection of Convertible Debentures to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. In any case where more than one Convertible Debenture is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Convertible Debenture. If any Convertible Debenture called for redemption is converted into Common Shares of the Company, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Convertible Debenture to receive interest as provided in the last paragraph of Section 2.9) be paid to the Company upon the Company's request or, if then held by the Company, shall be discharged from such trust. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Convertible Debentures would result in the delisting of the Convertible Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Convertible Preferred Securities are then listed or quotedlisted, the Company shall not be permitted to effect such partial redemption and may only redeem the Convertible Debentures in whole or in part to such extent as would not cause a delistingwhole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c)3.2(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right to redeem the Convertible Debentures, in whole or in part, from time to time, on or after December 31April 1, 20061999, or at any time in certain circumstances upon the occurrence of a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionSpecial Event. Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days' days nor more than 60 days' days notice to the holder Holder of the Convertible Debentures, at the following prices (expressed as percentages of the principal amount of the Convertible Debentures) (the "Optional Redemption Price") together with accrued and unpaid interest, including Additional interest to, but excluding, the redemption date, if redeemed during the 12-month period beginning April 1: Year Redemption Price ---- ---------------- 1999 2000 2001 2002 2003 2004 2005 2006 and thereafter The proceeds from the redemption of any of the Convertible Debentures will be used to redeem Convertible Preferred Securities. If the Convertible Debentures are only partially redeemed pursuant to this Section 3.3(a)3.2, the Convertible Debentures shall will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Convertible Debentures are registered as a Global Debenture, the Depositary shall determine, in accordance with its procedures, the principal amount of such other manner as the Trustee shall deem appropriate and fair in its discretionConvertible Debentures held by each Holder of Debenture to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Convertible Debentures would result in the delisting of the Convertible Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Convertible Preferred Securities are then listed or quotedlisted, the Company shall not be permitted to effect such partial redemption and may only redeem the Convertible Debentures in whole or in part to such extent as would not cause a delistingwhole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except Except as otherwise may be specified in this IndentureSupplemental Indenture No. 2, the Company shall have the right to redeem the Debentures2025 Senior Notes, in whole or in part, at any time or from time to timetime prior to December 15, 2024, at a redemption price equal to the greater of: (i) 100% of the aggregate principal amount of the 2025 Senior Notes being redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date; and (ii) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest in respect of the 2025 Senior Notes being redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. At any time on or after December 3115, 20062024, the Company shall have the right to redeem the 2025 Senior Notes, in whole or in part, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to, but excluding, the Redemption Date. (b) Except as otherwise may be specified in this Supplemental Indenture No. 2, the Company shall have the right to redeem the 2034 Senior Notes, in whole or in part, at any time or from time to time prior to April 1, 2034, at a redemption price equal to the date greater of: (i) 100% of the aggregate principal amount of the 2034 Senior Notes being redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date; and (ii) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest in respect of the 2034 Senior Notes being redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. At any time on or after April 1, 2034, the Company shall have the right to redeem the 2034 Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to, but excluding, the Redemption Date. The redemption prices set forth in this Section 3.01 shall be referred to as the “Optional Redemption Prices.” The Company will deliver notice of such redemption. Any redemption pursuant to this Section 3.3(a) shall the registered holders of the Notes to be made upon redeemed not less than 30 days' 10 nor more than 60 days' notice days prior to the holder of the Debentures, at the Redemption PriceDate. If the Debentures Notes are only partially redeemed pursuant to this Section 3.3(a)3.01, the Debentures shall Notes to be redeemed pro rata or will be selected by lot or the Trustee in such other manner as the Trustee in its sole discretion it shall deem appropriate and fair fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its discretionprocedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. . If money sufficient to pay the Optional Redemption Price of all of the Notes (bor portions thereof) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to on the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by Redemption Date is deposited with the Trustee or paying agent on or before the Redemption Date and shall no longer be deemed Outstandingcertain other conditions are satisfied, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after December 31September 30, 20062007, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market the New York Stock Exchange or any other national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delistingwhole.

Optional Redemption by Company. (a) Subject to the provisions terms of Section 3.3(c), except as otherwise may be specified in this the Indenture, the Company Notes shall have the right to redeem the Debentures, be redeemable in whole or in part, at the Company’s option, at any time and from time to timetime at a redemption price (the “Optional Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present values of the Remaining Scheduled Payments discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 30 basis points, plus, in the case of either clause (i) or (ii) accrued and unpaid interest thereon to, but not including, the Redemption Date; provided, however, that if the Company redeems any Notes on or after December 31September 6, 20062028 (the date falling three months prior to the Stated Maturity), at a Redemption Price the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed redeemed, plus any accrued and unpaid interest thereon to, but not including, the Redemption Date. However, if the redemption date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, the full amount of accrued and unpaid interest due on such Interest Payment Date will be paid to the date Holder of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, record at the Redemption Price. If close of business on the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretionRegular Record Date. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on determined by the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paidCompany. (b) Subject Notice of any redemption shall be mailed (or otherwise electronically delivered) not less than 10 days and not more than 60 days prior to the provisions Redemption Date to each Holder of Section 3.3(cNotes to be redeemed. In connection with any redemption of Notes, any such redemption may, at the Company’s discretion, be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the Redemption Date (whether the original Redemption Date or the Redemption Date so delayed). In addition, the Company shall have may provide in such notice that payment of the right to redeem Debentures at any time Optional Redemption Price and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) performance of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal ’s obligations with respect to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to such redemption may be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender performed by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandinganother person. (c) Unless the Company defaults in payment of the Optional Redemption Price, from and after the Redemption Date, interest shall cease to accrue on the Notes or portions thereof called for redemption. If a partial less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method that the Trustee deems to be fair and appropriate and may provide for the selection for redemption of the Debentures would result in the delisting a portion of the Preferred Securities issued principal amount of Notes held by a Holder equal to an authorized denomination. If the Trust from The Nasdaq National Market or any national securities exchange or other organization on which Company redeems less than all of the Preferred Securities Notes and the Notes are then listed or quotedheld in book-entry form, the Company shall not redemption will be permitted to effect such partial redemption and may only redeem made in accordance with the Debentures in whole or in part to such extent as would not cause a delistingDepositary’s customary procedures.

Optional Redemption by Company. (a) Subject to Article Eleven of the provisions of Section 3.3(c), except as otherwise may be specified in this Base Indenture, the Company shall have the right to redeem any series of the DebenturesNotes, in whole or in part, at any time and from time to timetime prior to the 2030 Par Call Date, on in the case of the 2030 Notes or after December 31prior to the 2050 Par Call Date, 2006in the case of the 2050 Notes, at a redemption price (the “Make-Whole Optional Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of (x) the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on the applicable Par Call Date (exclusive of interest accrued to Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Adjusted Treasury Rate plus any (y) 25 basis points, in the case of the 2030 Notes, and 25 basis points, in the case of the 2050 Notes, plus accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at but excluding the Redemption Price. If Date for the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is Notes to be paidredeemed. (b) Subject to Article Eleven of the provisions of Section 3.3(c)Base Indenture, the Company shall have the right to redeem Debentures any series of the Notes, in whole or in part, at any time and from time to time on or after the 2030 Par Call Date, in the case of the 2030 Notes or on or after the 2050 Par Call Date, in the case of the 2050 Notes, at a principal amount redemption price (the “Par Call Optional Redemption Price”) equal to 100% of the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities Notes to be redeemed bears redeemed, plus accrued and unpaid interest to but excluding the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed OutstandingRedemption Date. (c) If a partial redemption On and after the applicable Redemption Date, interest will cease to accrue on the Notes or any portion of the Debentures would result Notes called for redemption (unless the Company defaults in the delisting payment of the Preferred Securities issued by Optional Redemption Price and accrued interest). On or before the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quotedapplicable Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to pay the Optional Redemption Price of, and accrued interest on, the Notes to be redeemed on such Redemption Date. If less than all of the Notes of a series are to be redeemed, the Notes to be redeemed shall be selected by the Trustee in compliance with the requirements of the principal national securities exchange, if any, by lot and subject to Applicable Procedures of the Depository or by such method as the Trustee shall deem appropriate. (d) Notice of any redemption pursuant to this Section 4.1 shall be given as provided in Section 1104 of the Base Indenture, except that any notice of such redemption shall not specify the related Optional Redemption Price but only the manner of calculation thereof. The Trustee shall not be permitted to effect responsible for the calculation of such partial redemption Optional Redemption Price. The Company shall calculate such Optional Redemption Price and may only redeem promptly notify the Debentures in whole or in part to such extent as would not cause a delistingTrustee thereof.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except Except as otherwise may be specified in this Seventh Supplemental Indenture, the Company shall have the right to redeem the DebenturesNotes may be redeemed, in whole whole, at any time, or in part, from time to time, at the option of the Company as follows: (a) If the Notes are redeemed before the Par Call Date, the Notes being redeemed shall be redeemed at a Redemption Price equal to the greater of: (i) 100% of the principal amount of the Notes then outstanding to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date and, for purposes of the calculation, assuming that the Notes would be redeemed on the Par Call Date), discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate, plus 20 basis points (0.20%), plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. (b) If the Notes are redeemed on or after December 31the Par Call Date, 2006, the Notes shall be redeemed at a Redemption Price equal to 100% of the principal amount of the Notes then outstanding to be redeemed redeemed, plus any accrued and unpaid interest thereon to on the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debenturesprincipal amount being redeemed to, at but excluding, the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed OutstandingDate. (c) Installments of interest on the Notes being redeemed that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date shall be payable on the Interest Payment Date to the Holders as of the close of business on the relevant Regular Record Date. (d) If a partial less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee pro rata or by lot, but consistent with any applicable listing standards. In the event of redemption of the Debentures would result Notes in the delisting part only, a new Note or Notes of like tenor of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on unredeemed portion thereof (which the Preferred Securities are then listed or quoted, the Company shall not be permitted less than the minimum authorized denomination for the Notes) shall be issued in the name of the Holder thereof upon cancellation thereof. The Trustee shall have no duty or obligation to effect such partial calculate any Redemption Price or any component thereof and the Trustee shall be entitled to receive and conclusively rely upon an Officers’ Certificate delivered by the Company that specifies any Redemption Price. (e) Notice of redemption and may only redeem shall be given by first-class mail, postage prepaid, mailed not less than 10 nor more than 60 days prior to the Debentures Redemption Date, to each Holder of Notes to be redeemed, at his, her, or its address appearing in whole or in part to such extent as would not cause a delistingthe Security Register.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the The Company shall have the right to redeem the DebenturesNotes at any time in whole or in part from time to time. (i) If the Notes are redeemed on or prior to December 15, 2028, the redemption price (the "Redemption Price") for the Notes to be redeemed will equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed; and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 30 basis points (0.30%); plus, in each case, accrued and unpaid interest thereon to but excluding the Redemption Date. (ii) If the Notes are redeemed on or after December 15, 2028, the Redemption Price for the Notes to be redeemed will equal 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to but excluding the Redemption Date. (b) Notwithstanding subsection (a) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (c) Notices of redemption shall be mailed at least thirty (30) but not more than sixty (60) days before the Redemption Date to each Holder of the Notes to be redeemed at its registered address. The Company shall calculate the Redemption Price and shall deliver an Officers' Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are to be redeemed at any time, the Notes to be redeemed shall be selected by lot by DTC, in the case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by a Global Note. (e) The Company shall not be required to (i) issue, register the transfer of or exchange any Notes during the period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption and ending at the close of business on the day of such mailing or (ii) to register the transfer or exchange of any Notes so selected for redemption in whole or in part, from time to time, on or after December 31, 2006, at a Redemption Price equal to 100% except the unredeemed portion of the principal amount to be any such Notes being redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paidpart. (bf) Subject In addition to the provisions of Section 3.3(c)Company's right to redeem the Notes as set forth above, the Company shall have the right to redeem Debentures may at any time and from time to time purchase Notes in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Companyopen market transactions, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingtender offers or otherwise. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c)10.2(b) and to the provisions of this Article X generally, except as otherwise may be specified in Section 10.1 or elsewhere in this Indenture, the Company shall have the right to redeem the Convertible Debentures, in whole or in part, from time to time, on or after December 31March 4, 2006, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption2000. Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days' days nor more than 60 days' days notice to the holder Holders of the Convertible Debentures, at the following prices (expressed as percentages of the principal amount of the Convertible Debentures) (the "Optional Redemption Price") together with accrued and unpaid interest (including Additional Sums, if any, and, to the extent permitted by applicable law, Compounded Interest, if any) to, but excluding, the redemption date, if redeemed during the 12-month period beginning March 4, of the applicable year set forth below: Year Redemption Price ------ ----------------- 2000 103.500% 2001 103.000% 2002 102.500% 2003 102.000% 2004 101.500% 2005 101.000% 2006 100.500% and 100% if redeemed on or after March 4, 2007. If Convertible Debentures are redeemed on any March 1, June 1, September 1, or December 1, accrued and unpaid interest shall be payable to holders of record on the relevant record date. The Company may not redeem fewer than all of the outstanding Convertible Debentures unless all accrued and unpaid interest has been paid on all Convertible Debentures for all quarterly interest payment periods terminating on or prior to the date of redemption. So long as the corresponding Trust Securities are outstanding, the proceeds from the redemption of the Convertible Debentures will be used to redeem the Trust Securities. 50 If the Convertible Debentures are only partially redeemed pursuant to this Section 3.3(a)10.2, the Convertible Debentures shall will be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretionrata. The Optional Redemption Price Price, together with any required interest payment, shall be paid prior to 12:00 noon, New York time, on the redemption date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price Price, together with any required interest payment, by 10:00 a.m., New York time, on the date such Redemption Price is amounts are to be paid. Partial redemptions must be in an amount not less than $1,000 principal amount of Convertible Debentures. If Convertible Debentures selected for partial redemption are converted in part before termination of the conversion right with respect to the portion of the Convertible Debentures so selected, the converted portion of the Convertible Debentures shall be deemed (so far as may be) to be the portion selected for redemption. Convertible Debentures (or portions thereof) which have been converted during a selection of Convertible Debentures to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. In any case where more than one Convertible Debenture is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Convertible Debenture. If any Convertible Debenture called for redemption is converted into Common Stock of the Company, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Convertible Debenture to receive interest as provided in the last paragraph of Section 2.9) be paid to the Company upon the Company's request or, if then held by the Company, shall be discharged from such trust. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Convertible Debentures would result in the delisting of the Convertible Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Convertible Preferred Securities are then listed or quotedlisted, the Company shall not be permitted to effect such partial redemption and may only redeem the Convertible Debentures in whole or in part to such extent as would not cause a delistingwhole.

Optional Redemption by Company. (a) Subject to Article XI of the provisions of Section 3.3(c), except as otherwise may be specified in this Base Indenture, the Company shall have the right to redeem the DebenturesNotes, at any time in whole or from time to time in part, from time to time, on or after December 31, 2006, at a redemption price (the “Optional Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed redeemed, plus any accrued and unpaid interest thereon to, but excluding, the Redemption Date; or (ii) the sum of the present values of the Remaining Scheduled Payments of principal and interest in respect of the Notes to be redeemed discounted to the date Redemption Date (excluding interest accrued to the Redemption Date) on a semiannual basis (assuming a 360-day year consisting of such redemptiontwelve 30-day months), at a rate equal to the Treasury Rate plus 25 basis points, plus accrued and unpaid interest to, but excluding, the Redemption Date. Any On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption pursuant (unless the Company defaults in the payment of the Optional Redemption Price and accrued interest). On or before a Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to this Section 3.3(a) pay the Optional Redemption Price of and accrued interest on the Notes to be redeemed on that date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be made upon not less than 30 days' nor more than 60 days' notice to selected by the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed Trustee pro rata or by lot or in such other manner as by a method the Trustee deems to be fair and appropriate; provided that if at the time of redemption the Notes to be redeemed are registered as one or more Global Securities, the Depositary shall deem appropriate and fair determine, in accordance with its discretion. The Redemption Price shall procedures, the principal amount of the Notes to be paid prior to 12:00 noon, New York time, on the date redeemed held by each Holder of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paidNotes. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) Notice of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed redemption pursuant to this Section 3.3(b) only 4.1 shall be given as provided in exchange for and upon surrender by the Company to the Property Trustee Section 1104 of the Preferred Securities and a proportionate amount Base Indenture, except that any notice of Common Securities, whereupon such redemption shall not specify the Property related Optional Redemption Price but only the manner of calculation thereof. The Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect responsible for the calculation of such partial redemption Optional Redemption Price. The Company shall calculate such Optional Redemption Price and may only redeem promptly notify the Debentures in whole or in part to such extent as would not cause a delistingTrustee thereof.

Optional Redemption by Company. (a) Subject to Article XI of the provisions of Section 3.3(c), except as otherwise may be specified in this Base Indenture, the Company shall have the right to redeem the DebenturesNotes, at any time in whole or from time to time in part, from time prior to timeDecember 15, on or after December 31, 2006, 2024 at a Redemption Price redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments of principal and interest in respect of the Notes to be redeemed discounted to the Redemption Date (excluding interest accrued to the Redemption Date) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Rate plus any 15 basis points, plus, in each case, accrued and unpaid interest thereon on the Notes to be redeemed to, but excluding, the date of such redemptionRedemption Date. Any redemption pursuant Subject to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder Article XI of the DebenturesBase Indenture, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a)commencing on December 15, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c)2024, the Company shall have the right to redeem Debentures the Notes, at any time and in whole or from time to time in part, at a principal amount redemption price equal to 100% of the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Liquidation Amount Redemption Date. The applicable redemption price in connection with a redemption of Notes under either of the first two paragraphs of this Section 4.1(a) is referred to herein as the “Optional Redemption Price” with respect to such redemption. On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption (as defined unless the Company defaults in the Trust Agreementpayment of the Optional Redemption Price and accrued interest). On or before a Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to pay the Optional Redemption Price of that number of Common Securities that bears and accrued interest on the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities Notes to be redeemed bears on that date. If less than all of the Notes are to be redeemed, the total number of Preferred Securities then outstanding. Such Debentures Notes to be redeemed shall be selected by the Trustee pro rata or by lot or by a method the Trustee deems to be fair and appropriate; provided that if at the time of redemption the Notes to be redeemed are registered as one or more Global Securities, the Depositary shall determine, in accordance with its procedures, the principal amount of the Notes to be redeemed held by each Holder of such Notes. (b) Notice of any redemption pursuant to this Section 3.3(b) only 4.1 shall be given as provided in exchange for and upon surrender by the Company to the Property Trustee Section 1104 of the Preferred Securities and a proportionate amount Base Indenture, except that any notice of Common Securities, whereupon such redemption shall not specify the Property related Optional Redemption Price but only the manner of calculation thereof. The Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect responsible for the calculation of such partial redemption Optional Redemption Price. The Company shall calculate such Optional Redemption Price and may only redeem promptly notify the Debentures in whole or in part to such extent as would not cause a delistingTrustee thereof.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c)3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to time, on or after December 31, 2006, at a redemption price (the "Optional Redemption Price Price") equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date Redemption Date; or (ii) the sum of such redemptionthe present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at (A) the Treasury Rate plus 25 basis points for the Notes due 2008 or (B) the Treasury Rate plus 30 basis points for the Notes due 2015, plus, in each case, accrued interest on the principal amount being redeemed to the Redemption Date. Any redemption pursuant to this Section 3.3(a) shall the preceding paragraph will be made upon not less than 30 days' nor more than 60 days' prior notice before the Redemption Date to the holder each Holder of the Debenturesapplicable series of Notes, at the Optional Redemption Price. If the Debentures Notes of the applicable series are only partially redeemed pursuant to this Section 3.3(a3.01(a), the Debentures shall Notes of such series will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes of such series are registered as a Global Note, the Depository shall determine, in accordance with its procedures, the principal amount of the Notes of such other manner as the Trustee shall deem appropriate and fair in its discretionseries held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall The following terms have the right meanings given to redeem Debentures at any time and from time to time them in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding3.01(b). (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except Except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to time, on or after December 31, 2006at its option, at a redemption price (the “Optional Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 10 basis points, plus in each case accrued interest thereon to, but excluding, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant Record Date. The Company will cause the notice of such redemption to be mailed to the registered holders of the Notes to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice days prior to the holder of the Debentures, at the Redemption PriceDate. If the Debentures Notes are only partially redeemed pursuant to this Section 3.3(a)3.01, the Debentures shall Notes to be redeemed pro rata or will be selected by lot or the Trustee in such other manner as the Trustee in its sole discretion it shall deem appropriate and fair fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its discretionprocedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. . If money sufficient to pay the redemption price of all of the Notes (bor portions thereof) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to on the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date as provided herein, then on and shall no longer be deemed Outstandingafter such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except Except as otherwise may be specified in this IndentureSupplemental Indenture No. 1, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to timetime prior to November 15, 2022, at a redemption price equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to, but excluding, the Redemption Date; and (ii) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. At any time on or after December 31November 15, 20062022, the Company shall have the right to redeem the Notes, in whole or in part, at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to, but excluding, the Redemption Date. The redemption price set forth in this Section 3.01 shall be referred to as the “Optional Redemption Price.” The Company will mail notice of such redemption to the date registered holders of such redemption. Any redemption pursuant the Notes to this Section 3.3(a) shall be made upon redeemed not less than 30 days' 10 nor more than 60 days' notice days prior to the holder of the Debentures, at the Redemption PriceDate. If the Debentures Notes are only partially redeemed pursuant to this Section 3.3(a)3.01, the Debentures shall Notes to be redeemed pro rata or will be selected by lot or the Trustee in such other manner as the Trustee in its sole discretion it shall deem appropriate and fair fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its discretionprocedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. . If money sufficient to pay the Optional Redemption Price of all of the Notes (bor portions thereof) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to on the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by Redemption Date is deposited with the Trustee or paying agent on or before the Redemption Date and shall no longer be deemed Outstandingcertain other conditions are satisfied, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the The Company shall have the right to redeem the DebenturesNotes at any time in whole or from time to time in part, at the Company’s option for cash prior to August 31, 2027 (the “Par Call Date”) at a redemption price (the “Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; or (ii) an amount determined by the Quotation Agent equal to the sum of the present values of the remaining scheduled payments of principal, premium, if any, and interest thereon (not including any portion of such payments of interest accrued to the date of redemption) to August 31, 2027, discounted to the date of redemption on an annual basis (Actual/Actual (ICMA) at the Comparable Government Bond Rate, plus 30 basis points; plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. (b) At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or from time to time in part, from time to time, on or after December 31, 2006, at the Company’s option for cash at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed thereof, plus any accrued and unpaid interest thereon to to, but not including, the date of such redemption. Any redemption pursuant . (c) Notwithstanding subsections (a) and (b) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to this Section 3.3(a) a Redemption Date shall be made upon not less than 30 days' nor more than 60 days' notice payable on such Interest Payment Date to the holder registered Holders as of the Debentures, at close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (d) Notices of redemption shall be mailed (or, in the case of Notes held in book-entry form, be transmitted electronically) at least ten (10) but not more than sixty (60) days before the Redemption Date to each Holder of the Notes to be redeemed at its registered address. (e) If less than all of the Notes are to be redeemed at any time, the Notes to be redeemed will be selected by the Trustee in accordance with the standard procedures of the Depositary. If the Debentures Notes to be redeemed are only partially redeemed pursuant to this Section 3.3(a)not Global Notes then held by Euroclear or Clearstream, the Debentures Trustee will select the Notes to be redeemed on a pro rata basis. If the Notes are listed on the New York Stock Exchange (“NYSE”) or any other national securities exchange, the Trustee will select Notes in compliance with the requirements of the NYSE or other principal national securities exchange on which the Notes are listed. Notwithstanding the foregoing, if less than all of the Notes are to be redeemed, no Notes of such series of a principal amount of €100,000 or less shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount part. (f) If money sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. Notes (bor portions thereof) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears on the Redemption Date is deposited with the Paying Agent on or before the Redemption Date and notice of redemption has been given in accordance with the terms of this Indenture, then on and after such Redemption Date, interest will cease to accrue on the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(bNotes (or such portion thereof) only in exchange called for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingredemption. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after December 31, 20062013, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' ’ nor more than 60 days' ’ written notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 p.m. (noon), New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market the New York Stock Exchange or any other national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delistingwhole.

Optional Redemption by Company. (a) Subject to the provisions terms of Section 3.3(c), except as otherwise may be specified in this the Indenture, the Company Notes shall have the right to redeem the Debentures, be redeemable in whole or in part, at the Company’s option, at any time and from time to timetime at a redemption price (the “Optional Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present values of the Remaining Scheduled Payments discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points, plus accrued and unpaid interest thereon to, but not including, the Redemption Date; provided, however, that if the Company redeems any Notes on or after December 31January 15, 20062023 (the date falling three months prior to the Stated Maturity), at a Redemption Price the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed redeemed, plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon to, but not less than 30 days' nor more than 60 days' notice to the holder of the Debenturesincluding, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretionDate. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on determined by the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paidCompany. (b) Subject Notice of any redemption shall be mailed not less than 30 days and not more than 60 days prior to the provisions Redemption Date to each Holder of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities Notes to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingredeemed. (c) Unless the Company defaults in payment of the Optional Redemption Price, from and after the Redemption Date, interest shall cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by a partial method that the Trustee deems to be fair and appropriate and may provide for the selection for redemption of the Debentures would result in the delisting a portion of the Preferred Securities issued principal amount of Notes held by a Holder equal to an authorized denomination. If the Trust from The Nasdaq National Market or any national securities exchange or other organization on which Company redeems less than all of the Preferred Securities Notes and the Notes are then listed or quotedheld in book-entry form, the Company shall not redemption will be permitted to effect such partial redemption and may only redeem made in accordance with the Debentures in whole or in part to such extent as would not cause a delistingDepositary’s customary procedures.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except Except as otherwise may be specified in this Fifth Supplemental Indenture, the Company shall have the right to redeem the DebenturesNotes may be redeemed, in whole whole, at any time, or in part, from time to time, at the option of the Company as follows: (a) If the Notes are redeemed before August 15, 2025, the Notes being redeemed shall be redeemed at a Redemption Price equal to the greater of: (i) 100% of the principal amount of the Notes then outstanding to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate, plus 20 basis points (0.20%), plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. (b) If the Notes are redeemed on or after December 31August 15, 20062025, the Notes shall be redeemed at a Redemption Price equal to 100% of the principal amount of the Notes then outstanding to be redeemed redeemed, plus any accrued and unpaid interest thereon to on the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debenturesprincipal amount being redeemed to, at but excluding, the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed OutstandingDate. (c) Installments of interest on the Notes being redeemed that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date shall be payable on the Interest Payment Date to the Holders as of the close of business on the relevant Regular Record Date. (d) If a partial less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee pro rata or by lot, but consistent with any applicable listing standards. In the event of redemption of the Debentures would result Notes in the delisting part only, a new Note or Notes of like tenor of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on unredeemed portion thereof (which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem less than the Debentures minimum authorized denomination for the Notes) shall be issued in whole or in part to such extent as would not cause a delistingthe name of the Holder thereof upon cancellation thereof.

Optional Redemption by Company. (a) Subject Prior to March 11, 2034 (three months before the provisions Maturity Date of Section 3.3(cthe Notes) (the “Par Call Date”), except as otherwise may be specified in this Indenture, the Company shall have the right to may redeem the DebenturesNotes, at its option, in whole or in part, at any time and from time to time, at a redemption price (the “Redemption Price”) (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, plus 25 basis points less (2) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon, if any, to the Redemption Date. On or after December 31the Par Call Date, 2006the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed redeemed, plus any accrued and unpaid interest thereon thereon, if any, to the date of such redemption. Any redemption pursuant to this Section 3.3(aRedemption Date. (b) shall be made upon not less than 30 days' nor more than 60 days' notice to The Company’s actions and determinations in determining the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior conclusive and binding for all purposes, absent manifest error. The Company will notify the Trustee of the Redemption Price promptly after the calculation thereof and the Trustee shall not be responsible or liable for any calculation of the Redemption Price or of any component thereof, or for determining whether manifest error has occurred. (c) Notices under this optional redemption section will be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to 12:00 nooneach Holder of Notes to be redeemed. (d) On and after the Redemption Date of Notes of a series, New York timeinterest will cease to accrue on such Notes or any portion thereof called for redemption, on the date of such redemption or at such earlier time as unless the Company determines provided that defaults in the payment of the Redemption Price and accrued interest. On or before the Redemption Date, the Company shall will deposit with a Paying Agent, or the Trustee an amount Trustee, money sufficient to pay the Redemption Price by 10:00 a.m., New York time, of and accrued interest on the date Notes to be redeemed on such Redemption Price date. In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair, in accordance with the policies and procedures of the Depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be paidredeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC (or another Depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the Depositary. (be) Subject Except as otherwise set forth in this Article III, the terms and conditions upon which and the manner in which the Notes may be redeemed by the Company pursuant to this Article III are governed by the provisions of Section 3.3(cArticle XI of the Base Indenture. (f) Notwithstanding subsection (a), installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (g) In addition to the Company’s right to redeem the Notes as set forth above, the Company shall have the right to redeem Debentures may at any time and from time to time purchase Notes in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Companyopen market transactions, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingtender offers or otherwise. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except Except as otherwise may be specified in this Supplemental Indenture, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to time, on or after December 31, 2006at its option, at a redemption price (the “Optional Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 15 basis points, plus in each case accrued interest thereon to, but excluding, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant Record Date. The Company will cause the notice of such redemption to be mailed to the registered holders of the Notes to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice days prior to the holder of the Debentures, at the Redemption PriceDate. If the Debentures Notes are only partially redeemed pursuant to this Section 3.3(a)3.01, the Debentures shall Notes to be redeemed pro rata or will be selected by lot or the Trustee in such other manner as the Trustee in its sole discretion it shall deem appropriate and fair fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its discretionprocedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. . If money sufficient to pay the redemption price of all of the Notes (bor portions thereof) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to on the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date as provided herein, then on and shall no longer be deemed Outstandingafter such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to Article XI of the provisions Base Indenture, prior to February 15, 2030 (the “Par Call Date”) the Company shall have the right to redeem the Notes, in whole or in part, at any time or from time to time, at a redemption price (expressed as a percentage of Section 3.3(c)principal amount and rounded to three decimal places) equal to the greater of: (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points less (b) interest accrued to the date of redemption; and (ii) 100% of the principal amount of the Notes to be redeemed, except as otherwise may be specified plus, in this either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date. Subject to Article XI of the Base Indenture, on or after the Par Call Date, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to time, on or after December 31, 2006, at a Redemption Price redemption price equal to 100% of the principal amount of the Notes to be redeemed redeemed, plus any accrued and unpaid interest thereon to, but excluding, the Redemption Date. The applicable redemption price in connection with a redemption of Notes under either of the first two paragraphs of this Section 4.1(a) is referred to herein as the date of “Optional Redemption Price” with respect to such redemption. Any On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption pursuant (unless the Company defaults in the payment of the Optional Redemption Price and accrued interest). On or before a Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to this Section 3.3(a) pay the Optional Redemption Price of and accrued interest on the Notes to be redeemed on that date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be made upon not less than 30 days' nor more than 60 days' notice to selected by the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed Trustee pro rata or by lot or in such other manner as by a method the Trustee deems to be fair and appropriate; provided that if at the time of redemption the Notes to be redeemed are registered as one or more Global Securities, the Depositary shall deem appropriate and fair determine, in accordance with its discretion. The Redemption Price shall procedures, the principal amount of the Notes to be paid prior to 12:00 noon, New York time, on the date redeemed held by each Holder of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paidNotes. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) Notice of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed redemption pursuant to this Section 3.3(b4.1 shall be given as provided in Section 1104 of the Base Indenture, except that (i) any notice of such redemption shall not specify the related Optional Redemption Price but only in exchange for the manner of calculation thereof and upon surrender by the Company (ii) notice shall be given not less than 10 days prior to the Property Redemption Date. The Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect responsible for the calculation of such partial redemption Optional Redemption Price. The Company shall calculate such Optional Redemption Price and may only redeem promptly notify the Debentures in whole or in part to such extent as would not cause a delistingTrustee thereof.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after December March 31, 20062008, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 p.m. (noon), New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The the Nasdaq National Market or any other national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delistingwhole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the The Company shall have the right to redeem the Debentures, Notes at any time in whole or in part, from time to time, on or after December 31, 2006, time in part for cash at a redemption price (the “Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus any ten (10) basis points; plus, in each case, accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject Notwithstanding subsection (a) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the provisions registered Holders as of Section 3.3(c), the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company shall have the right to redeem Debentures at any time and from time to time defaults in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee payment of the Preferred Securities Redemption Price, on and a proportionate amount of Common Securitiesafter the Redemption Date, whereupon the Property Trustee interest shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingcease to accrue on any Notes or portions thereof that are called for redemption. (c) If a partial Notices of redemption shall be mailed at least thirty (30) but not more than sixty (60) days before the Redemption Date to each Holder of the Debentures would result Notes to be redeemed at its registered address. The Company shall calculate the Redemption Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are to be redeemed at any time, the Notes to be redeemed shall be selected by lot by DTC, in the delisting case of the Preferred Securities issued Global Notes, or by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which Trustee by a method the Preferred Securities Trustee deems to be fair and appropriate, in the case of Notes that are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause represented by a delistingGlobal Note.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the The Company shall have the right to redeem the DebenturesNotes at any time in whole or from time to time in part, at the Company’s option for cash prior to August 31, 2030 (the “Par Call Date”) at a redemption price (the “Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; or (ii) an amount determined by the Quotation Agent equal to the sum of the present values of the remaining scheduled payments of principal, premium, if any, and interest thereon (not including any portion of such payments of interest accrued to the date of redemption) to August 31, 2030, discounted to the date of redemption on an annual basis (Actual/Actual (ICMA) at the Comparable Government Bond Rate, plus 35 basis points; plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. (b) At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or from time to time in part, from time to time, on or after December 31, 2006, at the Company’s option for cash at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed thereof, plus any accrued and unpaid interest thereon to to, but not including, the date of such redemption. Any redemption pursuant . (c) Notwithstanding subsections (a) and (b) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to this Section 3.3(a) a Redemption Date shall be made upon not less than 30 days' nor more than 60 days' notice payable on such Interest Payment Date to the holder registered Holders as of the Debentures, at close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (d) Notices of redemption shall be mailed (or, in the case of Notes held in book-entry form, be transmitted electronically) at least ten (10) but not more than sixty (60) days before the Redemption Date to each Holder of the Notes to be redeemed at its registered address. (e) If less than all of the Notes are to be redeemed at any time, the Notes to be redeemed will be selected by the Trustee in accordance with the standard procedures of the Depositary. If the Debentures Notes to be redeemed are only partially redeemed pursuant to this Section 3.3(a)not Global Notes then held by Euroclear or Clearstream, the Debentures Trustee will select the Notes to be redeemed on a pro rata basis. If the Notes are listed on the New York Stock Exchange (“NYSE”) or any other national securities exchange, the Trustee will select Notes in compliance with the requirements of the NYSE or other principal national securities exchange on which the Notes are listed. Notwithstanding the foregoing, if less than all of the Notes are to be redeemed, no Notes of such series of a principal amount of €100,000 or less shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount part. (f) If money sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. Notes (bor portions thereof) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears on the Redemption Date is deposited with the Paying Agent on or before the Redemption Date and notice of redemption has been given in accordance with the terms of this Indenture, then on and after such Redemption Date, interest will cease to accrue on the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(bNotes (or such portion thereof) only in exchange called for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingredemption. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the The Company shall have the right to redeem the DebenturesNotes at any time in whole or from time to time in part, at the Company’s option for cash prior to December 7, 2027 (the “Par Call Date”) at a redemption price (the “Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if such Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus fifteen (15) basis points; plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. (b) At any time on or prior to the Par Call Date, the Company may redeem the Notes, in whole or from time to time in part, from time to time, on or after December 31, 2006, at the Company’s option for cash at a Redemption Price redemption price equal to 100% of the principal amount to be redeemed thereof, plus any accrued and unpaid interest thereon to to, but not including, the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If Notwithstanding subsections (a) and (b) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a partial redemption Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the Debentures would result close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (d) Notices of redemption shall be mailed at least ten (10) but not more than sixty (60) days before the Redemption Date to each Holder of the Notes to be redeemed at its registered address. The Company shall calculate the Redemption Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (e) If less than all the Notes are to be redeemed at any time, the Notes to be redeemed shall be selected by lot by DTC, in the delisting case of the Preferred Securities issued Global Notes, or by the Trust from The Nasdaq National Market Trustee by a method the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by a Global Note. (f) Notice of any redemption may, at the Company’s discretion, be subject to one or any national securities exchange more conditions precedent, including, but not limited to, completion of an equity offering, a financing, or other organization on which corporate transaction. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Preferred Securities are then listed Company’s discretion, such notice may be rescinded in the event that any or quoted, the Company all such conditions shall not be permitted to effect such partial redemption and may only redeem have been satisfied by the Debentures in whole or in part to such extent as would not cause a delistingRedemption Date.

Optional Redemption by Company. (a) Subject to Article Eleven of the provisions of Section 3.3(c), except as otherwise may be specified in this Base Indenture, the Company shall have the right to redeem either series of the DebenturesNotes, in whole or in part, at any time and from time to timetime prior to the 2020 Par Call Date, on in the case of the 2020 Notes, or after December 31prior to the 2025 Par Call Date, 2006in the case of the 2025 Notes, at a redemption price (the “Make-Whole Optional Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of (x) the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on the applicable Par Call Date (exclusive of interest accrued to Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Adjusted Treasury Rate plus any (y) 20 basis points, in the case of the 2020 Notes, and 25 basis points, in the case of the 2025 Notes, plus accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at but excluding the Redemption Price. If Date for the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is Notes to be paidredeemed. (b) Subject to Article Eleven of the provisions of Section 3.3(c)Base Indenture, the Company shall have the right to redeem Debentures either series of the Notes, in whole or in part, at any time and from time to time on or after the 2020 Par Call Date, in the case of the 2020 Notes, or on or after the 2025 Par Call Date, in the case of the 2025 Notes, at a principal amount redemption price (the “Par Call Optional Redemption Price”) equal to 100% of the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities Notes to be redeemed bears redeemed, plus accrued and unpaid interest to but excluding the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed OutstandingRedemption Date. (c) If a partial redemption On and after the applicable Redemption Date, interest will cease to accrue on the Notes or any portion of the Debentures would result Notes called for redemption (unless the Company defaults in the delisting payment of the Preferred Securities issued by Optional Redemption Price and accrued interest). On or before the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quotedapplicable Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to pay the Optional Redemption Price of, and accrued interest on, the Notes to be redeemed on such Redemption Date. If less than all of the Notes of a series are to be redeemed, the Notes to be redeemed shall be selected by the Trustee in compliance with the requirements of the principal national securities exchange, if any, by lot and subject to Applicable Procedures of the Depository or by such method as the Trustee shall deem appropriate. (d) Notice of any redemption pursuant to this Section 4.1 shall be given as provided in Section 1104 of the Base Indenture, except that any notice of such redemption shall not specify the related Optional Redemption Price but only the manner of calculation thereof. The Trustee shall not be permitted to effect responsible for the calculation of such partial redemption Optional Redemption Price. The Company shall calculate such Optional Redemption Price and may only redeem promptly notify the Debentures in whole or in part to such extent as would not cause a delistingTrustee thereof.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c)3.2(b) and to the provisions of Article Eleven of the Indenture, except as otherwise may be specified in Section 3.1 or elsewhere in this First Supplemental Indenture, the Company shall have the right to redeem the Convertible Debentures, in whole or in part, from time to time, on or after December 31September 17, 2006, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption2000. Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days' days nor more than 60 days' days notice to the holder Holder of the Convertible Debentures, at the following prices (expressed as percentages of the principal amount of the Convertible Debentures) (the "OPTIONAL REDEMPTION PRICE") together with accrued and unpaid interest, including Compounded and Additional Interest to, but excluding, the Redemption PriceDate, if redeemed during the 12-month period beginning September 15: Year Redemption Price ---- ---------------- 2000 103.00% 2001 102.50 2002 102.00 2003 101.50 2004 101.00 2005 100.50 and 100% if redeemed on or after September 15, 2006. If Convertible Debentures are redeemed on any March 15, June 15, September 15, or December 15, accrued and unpaid interest shall be payable to Holders of record on the relevant record date. So long as the corresponding Trust Preferred Securities are outstanding, the proceeds from the redemption of the Convertible Debentures will be used to redeem Trust Preferred Securities. If the Convertible Debentures are only partially redeemed pursuant to this Section 3.3(a)3.2, the Convertible Debentures shall will be redeemed pro rata PRO RATA or by lot or in such by any other manner as method utilized by the Trustee shall deem appropriate and fair in its discretionTrustee. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Convertible Debentures would result in the delisting of the Trust Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Trust Preferred Securities are then listed or quotedlisted, the Company shall not be permitted to effect such partial redemption and may only redeem the Convertible Debentures in whole or in part to such extent as would not cause a delistingwhole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except Except as otherwise may be specified in this IndentureSupplemental Indenture No. 10, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to time, on or after December 31, 2006, at a redemption price (the “Optional Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to, but excluding, the Redemption Date; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 35 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. The Company will mail notice of such redemption. Any redemption pursuant to this Section 3.3(a) shall the registered holders of the Notes to be made upon redeemed not less than 30 days' nor more than 60 days' notice days prior to the holder of the Debentures, at the Redemption PriceDate. If the Debentures Notes are only partially redeemed pursuant to this Section 3.3(a)3.01, the Debentures shall Notes to be redeemed pro rata or will be selected by lot or the Trustee in such other manner as the Trustee in its sole discretion it shall deem appropriate and fair fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its discretionprocedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property The Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem responsible for calculating the Debentures in whole or in part to such extent as would not cause a delistingOptional Redemption Price.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise The 2021 Notes may be specified in this Indenture, the Company shall have the right to redeem the Debenturesredeemed, in whole or in part, from at any time (the date of such redemption, a “2021 Redemption Date”) at the Company’s option. If the 2021 Notes are redeemed at any time prior to timethe maturity date of the 2021 Notes, such notes will be redeemed at a redemption price equal to the greater of: (1) 100% of the principal amount of the 2021 Notes to be redeemed, and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2021 Notes to be redeemed (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus, in each of the cases (1) and (2) above, accrued and unpaid interest on the 2021 Notes being redeemed to, but not including, the applicable 2021 Redemption Date. Any redemption pursuant to this Section 7.01(a) is subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or before the applicable 2021 Redemption Date. (b) The 2023 Notes may be redeemed, in whole or in part, at any time (the date of such redemption, a “2023 Redemption Date”) at the Company’s option. If the 2023 Notes are redeemed at any time prior to the Par Call Date, the 2023 Notes will be redeemed at a redemption price equal to the greater of: (1) 100% of the principal amount of the 2023 Notes to be redeemed, and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2023 Notes to be redeemed that would have been made if the 2023 Notes matured on the Par Call Date (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus, in each of the cases (1) and (2) above, accrued and unpaid interest on the 2023 Notes to be redeemed to, but not including, the applicable 2023 Redemption Date. If the 2023 Notes are redeemed at any time on or after December 31the Par Call Date, 2006, the 2023 Notes will be redeemed at a Redemption Price redemption price equal to 100% of the principal amount of the 2023 Notes to be redeemed redeemed, plus any accrued and unpaid interest thereon to on the date of such redemption2023 Notes being redeemed to, but not including, the applicable 2023 Redemption Date. Any redemption pursuant to this Section 3.3(a7.01(b) shall be made upon not less than 30 days' nor more than 60 days' notice is subject to the holder right of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, holders of record on the relevant record date of such redemption to receive interest due on an interest payment date that is on or at such earlier time as before the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the applicable 2023 Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paidDate. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, time on or after December 31September 30, 20062014, at a the Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemptionPrice. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' ’ nor more than 60 days' ’ notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretionrata. The Redemption Price shall be paid prior to 12:00 noon, New York Eastern time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Indenture Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York Eastern time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a the proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Indenture Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Global Select Market or any national securities exchange or other organization in, on or by which the Preferred Securities are then listed listed, traded or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delistingwhole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the The Company shall have the right to redeem the Debentures, Notes at any time in whole or in part, from time to time, on or after December 31, 2006, time in part at a redemption price (the “Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus any twelve (12) basis points; plus, in each case, accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject Notwithstanding subsection (a) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the provisions registered Holders as of Section 3.3(c), the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company shall have the right to redeem Debentures at any time and from time to time defaults in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee payment of the Preferred Securities Redemption Price, on and a proportionate amount of Common Securitiesafter the Redemption Date, whereupon the Property Trustee interest shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingcease to accrue on any Notes or portions thereof that are called for redemption. (c) If a partial Notices of redemption shall be mailed at least thirty (30) but not more than sixty (60) days before the Redemption Date to each Holder of the Debentures would result Notes to be redeemed at its registered address. The Company shall calculate the Redemption Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Notes are to be redeemed at any time, the Notes to be redeemed shall be selected by lot by DTC, in the delisting case of the Preferred Securities issued Global Notes, or by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which Trustee by a method the Preferred Securities Trustee deems to be fair and appropriate, in the case of Notes that are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause represented by a delistingGlobal Note.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after December 31___________, 2006, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this IndentureArticle XIV, the Company shall have the right to redeem the DebenturesSecurities, in whole or in part, from time to time, on or after December 31_______ __, 2006, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures2004, at the Redemption Price. If the Debentures Securities are only partially redeemed pursuant to this Section 3.3(a)14.02, the Debentures Securities to be redeemed shall be redeemed selected on a pro rata or basis, by lot or in by such other manner as method that the Trustee shall deem appropriate not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, PROVIDED, HOWEVER, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in its discretionorder that only Securities in denominations of $10 or integral multiples thereof shall be redeemed. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided determines, PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to Notwithstanding the provisions first sentence of Section 3.3(c)14.02, upon the entry of an order for dissolution of the Independent Capital Trust II by a court of competent jurisdiction, the Company shall have Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after _________ __, 2004, at the right to redeem Debentures at any time Redemption Price, and from time to time otherwise in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to accordance with this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed OutstandingArticle XIV. (c) If Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. (d) The Company shall not effect a partial redemption of the Debentures Securities if such partial redemption would result in the a delisting of the Preferred Securities issued by from the Trust from The Nasdaq NASDAQ National Market or any national securities such other exchange or other organization on which as the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delistinglisted.

Optional Redemption by Company. (a) Subject At any time or from time to the provisions of Section 3.3(c)time prior to July 23, except as otherwise may be specified in this Indenture2043, the Company shall have the right at its option to redeem the DebenturesNotes, in whole or in part, at a redemption price (the “Make-Whole Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present values of each remaining scheduled payment of principal of and interest on the Notes to be redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points, plus accrued and unpaid interest on the principal amount of the Notes to be redeemed to the Redemption Date. With respect to any redemption occurring prior to July 23, 2043, the Company shall give the Trustee notice of the Make-Whole Redemption Price promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation. (b) At any time or from time to time, time on or after December 31July 23, 20062043, the Company shall have the right at its option to redeem the Notes, in whole or in part, at a redemption price (the “Par Redemption Price Price” and together with the Make-Whole Redemption Price, each an “Optional Redemption Price”) equal to 100% of the principal amount of the Notes to be redeemed plus any redeemed; plus, accrued and unpaid interest thereon on the principal amount of the Notes to be redeemed to the date of such redemption. Any Redemption Date. (c) On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder or any portion of the Debentures, at Notes called for redemption (unless the Company defaults in the payment of the Optional Redemption Price and accrued and unpaid interest). On or before the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a)Date, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount money sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, of and (unless the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest to the Redemption Date on the date such Redemption Price is Notes to be paidredeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed will be selected by the Trustee by such method as the Trustee will deem fair and appropriate; provided, however, that no Notes of a principal amount of $2,000 or less shall be redeemed in part, provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. (bd) Subject The Company will mail notice of such redemption to the provisions registered holders of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities Notes to be redeemed bears not less than 30 nor more than 60 days prior to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed OutstandingRedemption Date. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except Except as otherwise may be specified in this Ninth Supplemental Indenture, the Company shall have the right to redeem the DebenturesNotes may be redeemed, in whole whole, at any time, or in part, from time to time, at the option of the Company as follows: (a) If the Notes are redeemed before the Par Call Date, the Notes being redeemed shall be redeemed at a Redemption Price equal to the greater of: (i) 100% of the principal amount of the Notes then outstanding to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date and, for purposes of the calculation, assuming that the Notes would be redeemed on the Par Call Date), discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate, plus 15 basis points (0.15%), plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. (b) If the Notes are redeemed on or after December 31the Par Call Date, 2006, the Notes shall be redeemed at a Redemption Price equal to 100% of the principal amount of the Notes then outstanding to be redeemed redeemed, plus any accrued and unpaid interest thereon to on the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debenturesprincipal amount being redeemed to, at but excluding, the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed OutstandingDate. (c) Installments of interest on the Notes being redeemed that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date shall be payable on the Interest Payment Date to the Holders as of the close of business on the relevant Regular Record Date. (d) If a partial less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected, in the case of global notes, in accordance with the policies and procedures of Euroclear or Clearstream, and in the case of certificated notes, by the Trustee by lot, but in either case consistent with any applicable listing standards. In the event of redemption of the Debentures would result Notes in the delisting part only, a new Note or Notes of like tenor of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on unredeemed portion thereof (which the Preferred Securities are then listed or quoted, the Company shall not be permitted less than the minimum authorized denomination for the Notes) shall be issued in the name of the Holder thereof upon cancellation thereof. The Trustee shall have no duty or obligation to effect such partial calculate any Redemption Price or any component thereof, and the Trustee shall be entitled to receive and conclusively rely upon an Officers’ Certificate delivered by the Company that specifies any Redemption Price. (e) Notice of redemption shall be delivered electronically in accordance with the policies and may only redeem procedures of Euroclear or Clearstream, or otherwise by first-class mail, postage prepaid, sent not less than 10 nor more than 60 days prior to the Debentures Redemption Date, to each Holder of Notes to be redeemed, at his, her, or its address appearing in whole or in part to such extent as would not cause a delistingthe Security Register.

Optional Redemption by Company. (a) Subject to Article XI of the provisions of Section 3.3(c), except as otherwise may be specified in this Base Indenture, the Company shall have the right to redeem the DebenturesNotes, at any time in whole or from time to time in part, from time prior to timeMarch 15, on or after December 31, 2006, 2043 at a Redemption Price redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed redeemed, plus any accrued and unpaid interest thereon on the Notes to be redeemed to, but excluding, the Redemption Date and (ii) the sum of the present values of the Remaining Scheduled Payments of principal and interest in respect of the Notes to be redeemed discounted to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice Redemption Date (excluding interest accrued to the holder Redemption Date) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest on the Notes to be redeemed to, but excluding, the Redemption Date. Subject to Article XI of the DebenturesBase Indenture, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a)commencing on March 15, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c)2043, the Company shall have the right to redeem Debentures the Notes, at any time and in whole or from time to time in part, at a principal amount redemption price equal to 100% of the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Liquidation Amount Redemption Date. The applicable redemption price in connection with a redemption of Notes under either of the first two paragraphs of this Section 4.1(a) is referred to herein as the “Optional Redemption Price” with respect to such redemption. On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption (as defined unless the Company defaults in the Trust Agreementpayment of the Optional Redemption Price and accrued interest). On or before a Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to pay the Optional Redemption Price of that number of Common Securities that bears and accrued interest on the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities Notes to be redeemed bears on that date. If less than all of the Notes are to be redeemed, the total number of Preferred Securities then outstanding. Such Debentures Notes to be redeemed shall be selected by the Trustee pro rata or by lot or by a method the Trustee deems to be fair and appropriate; provided that if at the time of redemption the Notes to be redeemed are registered as one or more Global Securities, the Depositary shall determine, in accordance with its procedures, the principal amount of the Notes to be redeemed held by each Holder of such Notes. (b) Notice of any redemption pursuant to this Section 3.3(b) only 4.1 shall be given as provided in exchange for and upon surrender by the Company to the Property Trustee Section 1104 of the Preferred Securities and a proportionate amount Base Indenture, except that any notice of Common Securities, whereupon such redemption shall not specify the Property related Optional Redemption Price but only the manner of calculation thereof. The Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect responsible for the calculation of such partial redemption Optional Redemption Price. The Company shall calculate such Optional Redemption Price and may only redeem promptly notify the Debentures in whole or in part to such extent as would not cause a delistingTrustee thereof.

Optional Redemption by Company. (a) Subject At any time prior to the provisions of Section 3.3(c)February 1, except as otherwise may be specified in this Indenture2015, the Company may redeem up to 35% of the principal amount of the Notes with the net cash proceeds of one or more Public Equity Offerings of its common stock at a redemption price (expressed as a percentage of principal amount) of 105.5%, plus accrued and unpaid interest to the Redemption Date; provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued on the Issue Date remains Outstanding after each such redemption; and (ii) notice of any such redemption (with a copy to the Trustee) is mailed within 60 days of each such Public Equity Offering. (b) The Company shall have the right to may redeem the DebenturesNotes at any time in whole, in whole or from time to time in part, from time to time, on or after December 31, 2006, at a Redemption Price redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed, exclusive of interest accrued to the date of redemption, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield, plus any fifty (50) basis points plus, accrued and unpaid interest thereon to the Redemption Date. (c) Notwithstanding subsections (a) and (b) above, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the amount payable on redemption, on and after the Redemption Date, interest shall cease to accrue on the Notes or portions thereof that are called for redemption. (d) The Notes called for redemption become due on the date of such fixed for redemption. Any Notices of redemption pursuant to this Section 3.3(a) shall be made upon mailed by first-class mail at least thirty (30) but not less than 30 days' nor more than 60 days' notice sixty (60) days before such Redemption Date to each Holder of the Notes to be redeemed at its registered address (with a copy to the holder of Trustee). At the DebenturesCompany’s request, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate give the notice of redemption in the Company’s name and fair in at its discretion. The Redemption Price shall be paid prior to 12:00 noonexpense; provided, New York timehowever, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with have delivered to the Trustee, at least 45 days prior to the Redemption Date, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice. The Company shall calculate the amount payable on redemption and shall deliver an Officer’s Certificate to the Trustee setting forth the amount sufficient payable on redemption no later than two (2) Business Days prior to pay the Redemption Price by 10:00 a.m., New York Date. (e) If less than all the Notes are to be redeemed at any time, on the date such Redemption Price Notes to be redeemed shall be selected by lot by DTC, in the case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by a Global Note. No Notes of $2,000 in principal amount or less shall be redeemed in part. If any Note is to be paid. (b) Subject to the provisions of Section 3.3(c)redeemed in part only, the Company shall have notice of redemption relating to such Note will state the right portion of the principal amount to redeem Debentures at any time and from time to time be redeemed. A new Note in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to unredeemed portion will be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and issued upon surrender by the Company to the Property Trustee cancellation of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingoriginal Note. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to Article XI of the provisions of Section 3.3(c), except as otherwise may be specified in this Base Indenture, the Company shall have the right to redeem the DebenturesNotes, at any time in whole or from time to time in part, from time prior to timeDecember 15, on or after December 31, 2006, 2047 at a Redemption Price redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments of principal and interest in respect of the Notes to be redeemed discounted to the Redemption Date (excluding interest accrued to the Redemption Date) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Rate plus any 20 basis points, plus, in each case, accrued and unpaid interest thereon on the Notes to be redeemed to, but excluding, the date of such redemptionRedemption Date. Any redemption pursuant Subject to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder Article XI of the DebenturesBase Indenture, at commencing on December 15, 2047 (the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c“Par Call Date”), the Company shall have the right to redeem Debentures the Notes, at any time and in whole or from time to time in part, at a principal amount redemption price equal to 100% of the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Liquidation Amount Redemption Date. The applicable redemption price in connection with a redemption of Notes under either of the first two paragraphs of this Section 4.1(a) is referred to herein as the “Optional Redemption Price” with respect to such redemption. On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption (as defined unless the Company defaults in the Trust Agreementpayment of the Optional Redemption Price and accrued interest). On or before a Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to pay the Optional Redemption Price of that number of Common Securities that bears and accrued interest on the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities Notes to be redeemed bears on that date. If less than all of the Notes are to be redeemed, the total number of Preferred Securities then outstanding. Such Debentures Notes to be redeemed shall be selected by the Trustee pro rata or by lot or by a method the Trustee deems to be fair and appropriate; provided that if at the time of redemption the Notes to be redeemed are registered as one or more Global Securities, the Depositary shall determine, in accordance with its procedures, the principal amount of the Notes to be redeemed held by each Holder of such Notes. (b) Notice of any redemption pursuant to this Section 3.3(b4.1 shall be given as provided in Section 1104 of the Base Indenture, except that (i) any notice of such redemption shall not specify the related Optional Redemption Price but only in exchange for the manner of calculation thereof and upon surrender by the Company (ii) notice shall be given not less than 10 days prior to the Property Redemption Date. The Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect responsible for the calculation of such partial redemption Optional Redemption Price. The Company shall calculate such Optional Redemption Price and may only redeem promptly notify the Debentures in whole or in part to such extent as would not cause a delistingTrustee thereof.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except Except as otherwise may be specified in this IndentureSupplemental Indenture No. 2, the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to time, on or after December 31, 2006, at a redemption price (the “Optional Redemption Price Price”) equal to the greater of: (i) 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to, but excluding, the Redemption Date; and (ii) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. The Company will mail notice of such redemption. Any redemption pursuant to this Section 3.3(a) shall the registered holders of the Notes to be made upon redeemed not less than 30 days' nor more than 60 days' notice days prior to the holder of the Debentures, at the Redemption PriceDate. If the Debentures Notes are only partially redeemed pursuant to this Section 3.3(a)3.01, the Debentures shall Notes to be redeemed pro rata or will be selected by lot or the Trustee in such other manner as the Trustee in its sole discretion it shall deem appropriate and fair fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its discretionprocedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. . If money sufficient to pay the redemption price of all of the Notes (bor portions thereof) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to on the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by Redemption Date is deposited with the Trustee or paying agent on or before the Redemption Date and shall no longer be deemed Outstandingcertain other conditions are satisfied, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c)3.2(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in Section 3.1 or elsewhere in this First Supplemental Indenture, the Company shall have the right to redeem the Convertible Debentures, in whole or in part, from time to time, on or after December 31, 2006, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption_______. Any redemption pursuant to this Section 3.3(a) shall paragraph will be made upon not less than 30 days' days nor more than 60 days' days notice to the holder Holder of the Convertible Debentures, at the following prices (expressed as percentages of the principal amount of the Convertible Debentures) (the "Optional Redemption Price") together with accrued and unpaid interest, including Compounded and Additional Interest to, but excluding, the Redemption Date, if redeemed during the 12-month period beginning _____: YEAR REDEMPTION PRICE ---- ---------------- and 100% if redeemed on or after _______. If Convertible Debentures are redeemed on any _______, ________, ________, or _______, accrued and unpaid interest shall be payable to holders of record on the relevant record date. So long as the corresponding Convertible Preferred Securities are outstanding, the proceeds from the redemption of any of the Convertible Debentures will be used to redeem Convertible Preferred Securities. If the Convertible Debentures are only partially redeemed pursuant to this Section 3.3(a)3.2, the Convertible Debentures shall will be redeemed pro rata or by lot or in such by any other manner as method utilized by the Trustee shall deem appropriate and fair in its discretionTrustee. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Convertible Debentures would result in the delisting of the Convertible Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Convertible Preferred Securities are then listed or quotedlisted, the Company shall not be permitted to effect such partial redemption and may only redeem the Convertible Debentures in whole or in part to such extent as would whole. (c) The Company may not cause a delistingredeem fewer than all of the outstanding Convertible Debentures unless all accrued and unpaid interest has been paid on all of the outstanding Convertible Debentures.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, (i) on or after December March 31, 20062007, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption; or (ii) at any time after their issuance if the stock price for the Company's common stock has been at least 150% of the Conversion Price for a period of twenty consecutive business days ending within five days of the date of notice of redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delistingwhole.

Optional Redemption by Company. (a) Subject Prior to the provisions of Section 3.3(c), except as otherwise may be specified in this IndenturePar Call Date, the Company shall have the right to may redeem the DebenturesSenior Notes at the Company’s option, in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Notes being redeemed discounted to, but excluding, the Redemption Date (assuming, that the Senior Notes being redeemed matured on the Par Call Date), on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to, but excluding, the Redemption Date, and (2) 100% of the principal amount of the Senior Notes being redeemed plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date. On or after December 31the Par Call Date, 2006the Company may redeem the Senior Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount to be of the Senior Notes being redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debenturesto, at but excluding, the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paidDate. (b) Subject The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no obligation to calculate any Redemption Price or any component thereof. The Company shall provide any Redemption Price to the provisions of Section 3.3(c)Trustee in writing, which the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures Trustee shall be redeemed pursuant entitled to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingconclusively rely upon. (c) If a partial redemption Unless the Company defaults in payment of the Debentures would result in Redemption Price, on and after the delisting of Redemption Date interest will cease to accrue on the Preferred Securities issued by the Trust from The Nasdaq National Market Senior Notes or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delistingportions thereof called for redemption.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except Except as otherwise may be specified in this Supplemental Indenture, prior to March 23, 2021 (three months prior to the Maturity Date), the Company shall have the right to redeem the DebenturesNotes, in whole or in part, at any time or from time to time, at its option, at a redemption price (the “Make-Whole Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 15 basis points, plus in each case accrued interest thereon to, but excluding, the Redemption Date. In addition, at any time on or after December 31March 23, 20062021 (three months prior to the Maturity Date), the Company shall have the right to redeem the Notes, in whole or in part, at any time or from time to time, at its option, at a redemption price (the “Par Redemption Price Price”) equal to 100% of the principal amount of the Notes to be redeemed, plus accrued interest thereon to, but excluding, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant Record Date. The Company will cause the notice of such redemption to be mailed to the registered holders of the Notes to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice days prior to the holder of the Debentures, at the Redemption PriceDate. If the Debentures Notes are only partially redeemed pursuant to this Section 3.3(a)3.01, the Debentures shall Notes to be redeemed pro rata or will be selected by lot or the Trustee in such other manner as the Trustee in its sole discretion it shall deem appropriate and fair fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its discretionprocedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determines provided rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. . If money sufficient to pay the redemption price of all of the Notes (bor portions thereof) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to on the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date as provided herein, then on and shall no longer be deemed Outstandingafter such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject Prior to June 21, 2028 (the provisions of Section 3.3(c“Par Call Date”), except as otherwise may be specified in this Indenture, the Company shall have the right to may redeem the DebenturesNotes at its option, in whole or in part, at any time from time to time, at a redemption price, expressed as a percentage of principal amount and rounded to three decimal places, (the “Make-Whole Redemption Price”) equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal of and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the Redemption Date. With respect to any redemption occurring prior to the Par Call Date, the Company shall give the Trustee notice of the Make-Whole Redemption Price promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation. (b) On or after December 31the Par Call Date, 2006the Notes will be redeemable, in whole at any time or in part from time to time, at the Company’s option at a redemption price (the “Par Redemption Price Price” and together with the Make-Whole Redemption Price, each an “Optional Redemption Price”) equal to 100% of the principal amount of the Notes to be redeemed plus any redeemed; plus, accrued and unpaid interest thereon to the date Redemption Date. (c) Notwithstanding the foregoing, installments of such redemption. Any redemption pursuant interest on Notes that are due and payable on Interest Payment Dates falling on or prior to this Section 3.3(a) shall a Redemption Date will be made upon not less than 30 days' nor more than 60 days' notice payable on the Interest Payment Date to the holder registered holders as of the Debenturesclose of business on the relevant Record Date according to the Notes and the Indenture. (d) On and after a Redemption Date, at interest will cease to accrue on the Notes called for redemption or any portion of the Notes or portions thereof called for redemption (unless the Company defaults in the payment of the Optional Redemption Price and accrued and unpaid interest). On or before the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a)Date, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount money sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, of and (unless the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest to the Redemption Date on the date Notes to be redeemed on such Redemption Price date. (e) In the case of a partial redemption, selection of the Notes for redemption will be made by the Trustee by lot, provided, that the Notes represented by Global Notes will be selected in accordance with the procedures of DTC or another depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be paidredeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. For so long as the Notes are held by DTC, Euroclear, Clearstream (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary. (bf) Subject to The Company’s actions and determinations in determining the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures Optional Redemption Price shall be redeemed pursuant to this Section 3.3(b) only in exchange conclusive and binding for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securitiesall purposes, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingabsent manifest error. (cg) If a partial The Company will send notice of any redemption by mail or electronically delivered (or otherwise transmit in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each holder of the Debentures would result in Notes to be redeemed. (h) The Trustee shall have no responsibility with respect to the delisting determination of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delistingOptional Redemption Price.

Optional Redemption by Company. (a) Subject to the provisions terms of Section 3.3(c), except as otherwise may be specified in this the Indenture, the Company Notes shall have the right to redeem the Debentures, be redeemable in whole or in part, at the Company’s option, at any time and from time to timetime as follows: (i) Prior to August 15, on or after December 31, 20062022 (the “Call Date”), at a redemption price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed; and (2) the sum of the present values of the Remaining Scheduled Payments discounted to the Redemption Price Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Comparable Treasury Rate, plus 10 basis points, plus, in the case of either clause (1) or (2) accrued and unpaid interest thereon to, but not including, the Redemption Date; (ii) On or after the Call Date, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed redeemed, plus any accrued and unpaid interest thereon to, but not including, the Redemption Date. If the redemption date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, the full amount of accrued and unpaid interest due on such Interest Payment Date will be paid to the date Holder of such redemptionrecord at the close of business on the Regular Record Date. Any The redemption price to be paid pursuant to this Section 3.3(a3.1(a)(i) or Section 3.1(a)(ii) (as applicable, the “Optional Redemption Price”) shall be made upon not less than 30 days' nor more than 60 days' notice to determined by the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paidCompany. (b) Subject Notice of any redemption shall be mailed (or otherwise electronically delivered) not less than 10 days and not more than 60 days prior to the provisions Redemption Date to each Holder of Section 3.3(cNotes to be redeemed. In connection with any redemption of Notes, any such redemption may, at the Company’s discretion, be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the Redemption Date (whether the original Redemption Date or the Redemption Date so delayed). In addition, the Company shall have may provide in such notice that payment of the right to redeem Debentures at any time Optional Redemption Price and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) performance of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal ’s obligations with respect to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to such redemption may be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender performed by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandinganother person. (c) Unless the Company defaults in payment of the Optional Redemption Price, from and after the Redemption Date, interest shall cease to accrue on the Notes or portions thereof called for redemption. If a partial less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method that the Trustee deems to be fair and appropriate and may provide for the selection for redemption of the Debentures would result in the delisting a portion of the Preferred Securities issued principal amount of Notes held by a Holder equal to an authorized denomination. If the Trust from The Nasdaq National Market or any national securities exchange or other organization on which Company redeems less than all of the Preferred Securities Notes and the Notes are then listed or quotedheld in book-entry form, the Company redemption will be made in accordance with the Depositary’s customary procedures. The Trustee shall not be permitted to effect such partial responsible for calculating the redemption and may only redeem the Debentures in price or make-whole or in part to such extent as would not cause a delistingamount.

Optional Redemption by Company. (a) Subject to the provisions terms of Section 3.3(c), except as otherwise may be specified in this the Indenture, the Company Notes shall have the right to redeem the Debentures, be redeemable in whole or in part, from time to time, on or after December 31, 2006, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a)Company’s option, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in at a principal amount redemption price (the “Optional Redemption Price”) equal to the Liquidation Amount greater of: (as defined in i) 100% of the Trust Agreementprincipal amount of the Notes to be redeemed; and (ii) the sum of any Preferred Securities purchased and beneficially owned the present values of the Remaining Scheduled Payments discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points, plus accrued interest thereon to the Redemption Date. The Optional Redemption Price shall be determined by the Company, plus an additional principal amount . (b) Notice of Debentures equal any redemption shall be mailed not less than 20 days and not more than 60 days prior to the Liquidation Amount (as defined in the Trust Agreement) Redemption Date to each Holder of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities Notes to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstandingredeemed. (c) Unless the Company defaults in payment of the Optional Redemption Price, from and after the Redemption Date, interest shall cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by a partial method that the Trustee deems to be fair and appropriate and may provide for the selection for redemption of the Debentures would result in the delisting a portion of the Preferred Securities issued principal amount of Notes held by a Holder equal to an authorized denomination. If the Trust from The Nasdaq National Market or any national securities exchange or other organization on which Company redeems less than all of the Preferred Securities Notes and the Notes are then listed or quotedheld in book-entry form, the Company shall not redemption will be permitted to effect such partial redemption and may only redeem made in accordance with the Debentures in whole or in part to such extent as would not cause a delistingDepositary’s customary procedures.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after December 31, 2006, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after December March 31, 20062008, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' ’ nor more than 60 days' ’ notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 p.m. (noon), New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding. (c) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The the Nasdaq National Market or any other national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delistingwhole.