Common use of Priority as to Dividends Clause in Contracts

Priority as to Dividends. No full dividends shall be declared or paid or set apart for payment on any Parity Stock or Junior Stock for any Dividend Period unless full dividends have been or contemporaneously are declared and paid (or declared and a sum sufficient for the payment thereof set apart for such payment) on the Preferred Stock for such Dividend Period. When dividends are not paid in full (or declared and a sum sufficient for such full payment is not so set apart) for any Dividend Period on the Preferred Stock and any Parity Stock, dividends declared on the Preferred Stock and Parity Stock shall only be declared pro rata based upon the respective amounts that would have been paid on the Preferred Stock and such Parity Stock had dividends been declared in full. In addition to the foregoing restriction, the Company shall not declare, pay or set apart funds for any dividends or other distributions (other than in Common Stock or other Junior Stock) with respect to any Common Stock or other Junior Stock of the Company or repurchase, redeem or otherwise acquire, or set apart funds for repurchase, redemption or other acquisition of, any Common Stock or other Junior Stock through a sinking fund or otherwise, in any case during or in respect of any Dividend Period, unless the Company shall, during such Dividend Period, declare a cash dividend on the Preferred Stock at the annual dividend rate in respect of such Dividend Period, and sufficient funds have been paid over to the dividend disbursing agent for the Company for the payment of such cash dividend on the Dividend Payment Date for such Dividend Period. No dividend shall be paid or set aside for holders of Preferred Stock for any Dividend Period unless full dividends have been paid or set aside for the holders of each class or series of equity securities of the Company if any, ranking prior to the Preferred Stock as to the dividends for such Dividend Period.

Priority as to Dividends. No full dividends shall be declared or ------------------------ paid or set apart for payment on any Parity Stock class or Junior series of equity securities ranking, as to dividends, on a parity with the Series 1997-A Preferred Stock for any Dividend Period (in whole or in part) unless full dividends have been or contemporaneously are declared and paid (or declared and a sum sufficient for the payment thereof set apart for such payment) on the Series 1997-A Preferred Stock for such Dividend Period. When If dividends are not paid in full (or declared and a sum sufficient for such full payment is not so set apart) for in any Dividend Period on upon the Series 1997-A Preferred Stock and any Parity Stockother equity security ranking on a parity with the Series 1997-A Preferred Stock as to dividends, dividends declared on the upon shares of Series 1997-A Preferred Stock and Parity Stock such other equity security shall only be declared pro rata based upon the respective amounts that would have been paid on the Series 1997-A Preferred Stock and such Parity Stock other equity security had dividends been declared paid thereon in full. In addition to the foregoing restriction, the Company The savings bank shall not declare, pay or set apart funds for the payment of any dividends dividend or other distributions distribution (other than in Common Stock or other Junior Stock) with respect to any Common Stock or other Junior Stock of the Company savings bank, or repurchase, redeem purchase or otherwise acquireredeem, or set apart funds for repurchase, the purchase or redemption or other acquisition of, any such Common Stock or other Junior Stock through a sinking fund or otherwise, in any case during or (i) unless and until the savings bank shall have paid full dividends on the Series 1997-A Preferred Stock in respect of any the four most recent Dividend PeriodPeriods (or such lesser number of Dividend Periods as shares of Series 1997-A Preferred Stock have been outstanding), unless or funds have been paid over to the Company shalldividend disbursing agent of the savings bank for payment of such dividends (or set apart for such purpose if the savings bank then has no separate dividend disbursing agent), during such Dividend Period, declare and (ii) the savings bank has declared a cash dividend on the Series 1997-A Preferred Stock at the annual dividend rate in respect of such Annual Dividend Rate for the current Dividend Period, and sufficient funds have been paid over to the dividend disbursing agent for the Company savings bank for the payment of such cash dividend on the Dividend Payment Date for such current Dividend PeriodPeriod (or set apart for such purpose if the savings bank then has no separate dividend disbursing agent). No dividend shall be paid or set aside for holders of Series 1997-A Preferred Stock for any Dividend Period unless full dividends have been paid or set aside for the holders of each class or series of equity securities of the Company savings bank, if any, ranking prior to the Series 1997-A Preferred Stock as to the dividends for such Dividend Period.

Priority as to Dividends. No full dividends shall be declared or paid ------------------------ or set apart for payment on any Parity Stock class or Junior series of equity securities ranking, as to dividends, on a parity with the Series 1997-A Preferred Stock for any Dividend Period (in whole or in part) unless full dividends have been or contemporaneously are declared and paid (or declared and a sum sufficient for the payment thereof set apart for such payment) on the Series 1997-A Preferred Stock for such Dividend Period. When If dividends are not paid in full (or declared and a sum sufficient for such full payment is not so set apart) for in any Dividend Period on upon the Series 1997-A Preferred Stock and any Parity Stockother equity security ranking on a parity with the Series 1997-A Preferred Stock as to dividends, dividends declared on the upon shares of Series 1997-A Preferred Stock and Parity Stock such other equity security shall only be declared pro rata based upon the respective amounts that would have been paid on the Series 1997-A Preferred Stock and such Parity Stock other equity security had dividends been declared paid thereon in full. In addition to the foregoing restriction, the Company The savings bank shall not declare, pay or set apart funds for the payment of any dividends dividend or other distributions distribution (other than in Common Stock or other Junior Stock) with respect to any Common Stock or other Junior Stock of the Company savings bank, or repurchase, redeem purchase or otherwise acquireredeem, or set apart funds for repurchase, the purchase or redemption or other acquisition of, any such Common Stock or other Junior Stock through a sinking fund or otherwise, in any case during or (i) unless and until the savings bank shall have paid full dividends on the Series 1997-A Preferred Stock in respect of any the four most recent Dividend PeriodPeriods (or such lesser number of Dividend Periods as shares of Series 1997-A Preferred Stock have been outstanding), unless or funds have been paid over to the Company shalldividend disbursing agent of the savings bank for payment of such dividends (or set apart for such purpose if the savings bank then has no separate dividend disbursing agent), during such Dividend Period, declare and (ii) the savings bank has declared a cash dividend on the Series 1997-A Preferred Stock at the annual dividend rate in respect of such Annual Dividend Rate for the current Dividend Period, and sufficient funds have been paid over to the dividend disbursing agent for the Company savings bank for the payment of such cash dividend on the Dividend Payment Date for such current Dividend PeriodPeriod (or set apart for such purpose if the savings bank then has no separate dividend disbursing agent). No dividend shall be paid or set aside for holders of Series 1997-A Preferred Stock for any Dividend Period unless full dividends have been paid or set aside for the holders of each class or series of equity securities of the Company savings bank, if any, ranking prior to the Series 1997-A Preferred Stock as to the dividends for such Dividend Period.

Priority as to Dividends. No full dividends shall be declared or ------------------------ paid or set apart for payment on any Parity Stock class or Junior series of equity securities ranking, as to dividends, on a parity with the Series A Preferred Stock for any Dividend Period (in whole or in part) unless full dividends have been or contemporaneously are declared and paid (or declared and a sum sufficient for the payment thereof set apart for such payment) on the Series A Preferred Stock for such Dividend Period. When If dividends are not paid in full (or declared and a sum sufficient for such full payment is not so set apart) for in any Dividend Period on upon the Series A Preferred Stock and any Parity Stockother equity security ranking on a parity with the Series A Preferred Stock as to dividends, dividends declared on the upon shares of Series A Preferred Stock and Parity Stock such other equity security shall only be declared pro rata based upon the respective amounts that would have been paid on the Series A Preferred Stock and such Parity Stock other equity security had dividends been declared paid thereon in full. In addition to the foregoing restriction, the The Company shall not declare, pay or set apart funds for the payment of any dividends dividend or other distributions distribution (other than in Common Stock or other Junior Stock) with respect to any Common Stock or other Junior Stock of the Company Company, or repurchase, redeem purchase or otherwise acquireredeem, or set apart funds for repurchase, the purchase or redemption or other acquisition of, any such Common Stock or other Junior Stock through a sinking fund or otherwise, in any case during or (i) unless and until the Company shall have paid full dividends on the Series A Preferred Stock in respect of any the four most recent Dividend PeriodPeriods (or such lesser number of Dividend Periods as shares of Series A Preferred Stock have been outstanding), unless or funds have been paid over to the dividend disbursing agent of the Company shallfor payment of such dividends (or set apart for such purpose if the Company then has no separate dividend disbursing agent), during such Dividend Period, declare and (ii) the Company has declared a cash dividend on the Series A Preferred Stock at the annual dividend rate in respect of such Annual Dividend Rate for the current Dividend Period, and sufficient funds have been paid over to the dividend disbursing agent for the Company for the payment of such cash dividend on the Dividend Payment Date for such current Dividend PeriodPeriod (or set apart for such purpose if the Company then has no separate dividend disbursing agent). No dividend shall be paid or set aside for holders of Series A Preferred Stock for any Dividend Period unless full dividends have been paid or set aside for the holders of each class or series of equity securities of the Company Company, if any, ranking prior to the Series A Preferred Stock as to the dividends for such Dividend Period.

Priority as to Dividends. No full dividends shall be declared or paid or set apart for payment on Preferred Stock of any Parity Stock or Junior series ranking, as to dividends, junior to the Series A Preferred Stock for any Dividend Period period unless full dividends for the immediately preceding Dividend Period on the Series A Preferred Stock (including any accumulation in respect of unpaid dividend from prior Dividend Periods) have been or contemporaneously are declared and paid (or declared and a sum sufficient for the payment thereof set apart for such payment) on the Preferred Stock for such Dividend Period). When dividends are not paid in full (or declared and a sum sufficient for such full payment is not so set apart) for any Dividend Period on upon the Series A Preferred Stock and any Parity other Preferred Stock ranking on a parity as to dividends with the Series A Preferred Stock, dividends declared on the Preferred Stock and Parity Stock shall only be declared pro rata based upon the respective amounts that would have been paid on the shares of Series A Preferred Stock and such Parity other Preferred Stock had ranking on a parity as to dividends been shall be declared pro rata, so that the amount of dividends declared per share on the Series A Preferred Stock and such other Preferred Stock shall bear in full. In addition all cases to each other the foregoing restrictionsame ratio that accrued dividends for the then-current Dividend Period per share on the shares of Series A Preferred Stock (including any accumulation in respect of unpaid dividends for prior Dividend Periods) and accrued dividends, the Company shall not declareincluding required or permitted accumulations, pay if any, on such other Preferred Stock, bear to each other. (i) no cash dividend or set apart funds for any dividends or other distributions distribution (other than in Common Stock or other shares of Junior Stock) with respect to any Common Stock shall be declared or other paid or set aside for payment on the Junior Stock of Stock, (ii) the Company may not, directly or indirectly, repurchase, redeem or otherwise acquire, or set apart funds for repurchase, redemption or other acquisition of, acquire any Common Stock or other shares of its Junior Stock through (or pay any moneys into a sinking fund or otherwise, in any case during or in respect for the redemption of any Dividend Periodshares) except by conversion into or exchange for Junior Stock, unless and (iii) the Company shallmay not, during such Dividend Perioddirectly or indirectly, declare a cash dividend on the repurchase, redeem or otherwise acquire any shares of Series A Preferred Stock at the annual dividend rate in respect of such Dividend Period, and sufficient funds have been paid over to the dividend disbursing agent or Parity Stock (or pay any moneys into a sinking fund for the Company for redemption of any shares of any such stock) otherwise than pursuant to a pro rata offer to purchase or a concurrent redemption of all, or a pro rata portion, of the payment outstanding shares of such cash dividend on the Dividend Payment Date for such Dividend Period. No dividend shall be paid or set aside for holders of Series A Preferred Stock for and Parity Stock. The Company shall not permit any Dividend Period unless full dividends have been paid or set aside for the holders of each class or series of equity securities subsidiary of the Company if anyto purchase or otherwise acquire for consideration any shares of stock of the Company if, ranking prior to under the Preferred Stock as to preceding paragraph, the dividends for Company would be prohibited from purchasing or otherwise acquiring such Dividend Periodshares at such time and in such manner.

Priority as to Dividends. No full dividends shall be declared or paid or set apart for payment on Preferred Stock of any Parity Stock series ranking, as to dividends, on a parity with or Junior junior to the Series C Preferred Stock for any Dividend Period period unless full dividends for the current Dividend Period on the Series C Preferred Stock (including any accumulation in respect of unpaid dividends from prior Dividend Periods) have been or contemporaneously are declared and paid (or declared and a sum sufficient for the payment thereof set apart for such payment) on the Preferred Stock for such Dividend Period). When dividends are not paid in full (or declared and a sum sufficient for such full payment is not so set apart) for any Dividend Period on upon the Series C Preferred Stock and any Parity other Preferred Stock ranking on a parity as to dividends with the Series C Preferred Stock, dividends declared upon shares of Series C Preferred Stock and such other Preferred Stock ranking on a parity as to dividends shall be declared pro rata, so that the amount of dividends declared per share on the Series C Preferred Stock and such other Preferred Stock shall bear in all cases to each other the same ratio that accrued dividends for the then current Dividend Period per share on the shares of Series C Preferred Stock (including any accumulation in respect of unpaid dividends for prior Dividend Periods) and accrued dividends, including required or permitted accumulations, if any, of such other Preferred Stock, bear to each other. (i) no cash dividend or other distribution (other than in shares of Junior Stock or options, warrants or right to subscribe for or purchase same) shall be declared or paid or set aside for payment on the Junior Stock, (ii) the Company may not, directly or indirectly, repurchase, redeem or otherwise acquire any shares of its Junior Stock (or any moneys paid to or made available for a sinking fund for the redemption of any shares except by conversion into or exchange for Junior Stock) and (iii) the Company may not, directly or indirectly, repurchase, redeem or otherwise acquire any shares of Series C Preferred Stock or Parity Stock (or any moneys paid to or made available for a sinking fund for the redemption of any shares of any such stock) otherwise than pursuant to a pro rata offer to purchase or a concurrent redemption of all, or a pro rata portion, of the outstanding shares of Series C Preferred Stock and Parity Stock (except by conversion into or exchange for Junior Stock). The Company shall only be declared pro rata based upon not permit any subsidiary of the respective amounts that would have been paid on Company to purchase or otherwise acquire for consideration any shares of stock of the Preferred Stock and such Parity Stock had dividends been declared in full. In addition to Company if, under the foregoing restrictionpreceding paragraph, the Company would be prohibited from purchasing or otherwise acquiring such shares at such time and in such manner. The Series C Preferred Stock will not be entitled to any dividends in excess of full cumulative dividends as described above and shall not declare, pay be entitled to participate in the earnings or set apart funds for any dividends or other distributions (other than in Common Stock or other Junior Stock) with respect to any Common Stock or other Junior Stock assets of the Company or repurchaseCompany, redeem or otherwise acquireand no interest, or set apart funds for repurchasesum of money in lieu of interest, redemption or other acquisition of, any Common Stock or other Junior Stock through a sinking fund or otherwise, in any case during or shall be payable in respect of any Dividend Perioddividend payment or payments on the Series C Preferred Stock which may be in arrears. Any dividend payment made on the Series C Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. If, unless for any taxable year, the Company shallelects to designate as "capital gain dividends" (as defined in Section 857 of the Code), during such Dividend Periodany portion (the "Capital Gains Amount") of the dividends (as determined for federal income tax purposes) paid or made available for the year to holders of all classes of shares (the "Total Dividends"), declare then the portion of the Capital Gains Amount that shall be allocated to the holders of the Series C Preferred Stock shall equal (i) the Capital Gains Amount multiplied by (ii) a cash dividend fraction that is equal to (a) the total dividends (as determined for federal income tax purposes) paid or made available to the holders of the Series C Preferred Stock for the year over (b) the Total Dividends. No dividends on the Series C Preferred Stock at shall be authorized by the annual dividend rate in respect Board of such Dividend Period, and sufficient funds have been Directors or be paid over to the dividend disbursing agent or set apart for payment by the Company at such time as the terms and provisions of any agreement of the Company, including any agreement relating to its indebtedness, prohibit such authorization, payment or setting apart for payment or provide that such authorization, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such authorization or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, dividends on the Series C Preferred Stock will accrue whether or not the Company has earnings, whether or not there are funds legally available for the payment of such cash dividend on the Dividend Payment Date for dividends and whether or not such Dividend Period. No dividend shall be paid or set aside for holders of Preferred Stock for any Dividend Period unless full dividends have been paid or set aside for the holders of each class or series of equity securities of the Company if any, ranking prior to the Preferred Stock as to the dividends for such Dividend Periodare authorized.

Priority as to Dividends. No full dividends shall be declared or paid or set apart for payment on any Parity Stock class or Junior series of stock ranking, as to dividends, on a parity with or junior to the Series A Preferred Stock for any Dividend Period period unless full dividends on all outstanding shares of Series A Preferred Stock for all past Dividend Periods and for the then-current Dividend Period shall have been or contemporaneously are declared and paid (or declared and a sum sufficient for the payment thereof set apart for such payment) on the Preferred Stock for such Dividend Period). When dividends are not paid in full (or declared and a sum sufficient for such full payment is not so set apart) for any Dividend Period on upon the Series A Preferred Stock and any Parity other Preferred Stock ranking on a parity as to dividends with the Series A Preferred Stock, all dividends declared on the upon shares of Series A Preferred Stock and Parity any other Preferred Stock ranking on a parity as to dividends shall only be declared pro rata based upon with respect thereto, so that in all cases the respective amounts that would have been paid amount of dividends declared per share on the Series A Preferred Stock and such Parity other Preferred Stock had shall bear to each other the same ratio that accrued dividends been for the then-current Dividend Period per share on the shares of Series A Preferred Stock (including any accumulation in respect of unpaid dividends from prior Dividend Periods) and accrued dividends, including accumulations, if any, on such other Preferred Stock, bear to each other. Full dividends on the Series A Preferred Stock must be declared in full. In addition to the foregoing restriction, the Company shall not declare, pay and paid or set apart funds for payment for all past Dividend Periods and for the then-current Dividend Period before (i) any dividends cash dividend or other distributions distribution (other than in Common Stock or other Junior Stock) with respect to any Common Stock or other Junior Stock of the Company or repurchase, redeem or otherwise acquire, or set apart funds for repurchase, redemption or other acquisition of, any Common Stock or other Junior Stock through a sinking fund or otherwise, in any case during or in respect of any Dividend Period, unless the Company shall, during such Dividend Period, declare a cash dividend on the Preferred Stock at the annual dividend rate in respect of such Dividend Period, and sufficient funds have been paid over to the dividend disbursing agent for the Company for the payment of such cash dividend on the Dividend Payment Date for such Dividend Period. No dividend shall be declared or paid or set aside for holders of Preferred payment upon the Common Stock for or any Dividend Period unless full dividends have been paid other Junior Stock, (ii) any Common Stock or set aside for any other Junior Stock is redeemed, purchased or otherwise acquired by the holders of each class Company or series of equity securities any subsidiary of the Company if any, ranking prior for any consideration (or any moneys are paid to or made available for a sinking fund for the redemption of any shares of any such stock) except by conversion into or exchange for Junior Stock or (iii) any Series A Preferred Stock as or Parity Stock is redeemed, purchased or otherwise acquired by the Company or any subsidiary of the Company for any consideration (or any moneys are paid to or made available for a sinking fund for the redemption of any shares of any such stock) otherwise than pursuant to a pro rata offer to purchase or a concurrent redemption of all, or a pro rata portion, of the outstanding shares of Series A Preferred Stock and Parity Stock (except by conversion into or exchange for Junior Stock). No cash dividends for shall be paid on the Series A Preferred Stock if such Dividend Periodpayment would violate the terms of any instrument governing indebtedness of the Company.