Common use of Qualifying Non Clause in Contracts

Qualifying Non. Cumulative Preferred Stock; in each case, of the Parent, the Bank, an Eligible Finance Subsidiary of the Parent or a Trust; provided that if the APM Qualifying Securities for any Alternative Payment Mechanism, Mandatory Trigger Provision or Debt Exchangeable for Preferred Equity include both Common Stock and rights to purchase Common Stock, such Alternative Payment Mechanism, Mandatory Trigger Provision or Debt Exchangeable for Preferred Equity may permit, but need not require, the APM Qualifying Securities Issuer to issue rights to purchase Common Stock, or Qualifying Non-Cumulative Perpetual Preferred Stock; provided further that if such Alternative Payment Mechanism, Mandatory Trigger Provision or Debt Exchangeable for Preferred Equity includes all of the securities included in (a) through (d) above, it may allow for an amendment of the terms of such security to eliminate Common Stock and rights to purchase Common Stock as APM Qualifying Securities if the Parent or the Bank has been advised in writing by a nationally recognized independent accounting firm that there is more than an insubstantial risk that the failure to do so would result in a reduction in the Parent’s or the Bank’s earnings per share as calculated for financial reporting purposes.

Qualifying Non. Cumulative Preferred Stock; , in each case, of issued by the Parent, the Bank, an Eligible Finance Subsidiary of the Parent or a TrustCorporation; provided that if the APM Qualifying Securities for any Alternative Payment Mechanism, Mandatory Trigger Provision or Debt Exchangeable for Preferred Equity include both Common Stock and rights to purchase Common Stock, such Alternative Payment Mechanism, Mandatory Trigger Provision or Debt Exchangeable for Preferred Equity may permit, but need not require, the APM Qualifying Securities Issuer Corporation to issue rights to purchase Common Stock, or Qualifying Non-Cumulative Perpetual Preferred Stock; provided further provided, further, that if such Alternative Payment Mechanism, Mandatory Trigger Provision or Debt Exchangeable for Preferred Equity includes all of the securities included in (a) through (d) above, it may allow for an amendment of the terms of such security to eliminate Common Stock and Stock, rights to purchase Common Stock and Mandatorily Convertible Preferred Stock as APM Qualifying Securities if the Parent or the Bank Corporation has been advised in writing by a nationally recognized independent accounting firm that there is more than an insubstantial risk that the failure to do so would result in a reduction in the Parent’s or the BankCorporation’s earnings per share as calculated for financial reporting purposes.