| Optional Redemption: | | The Preference Shares are redeemable for cash at the Issuer’s option, in whole or in part, on the First Reset Date and on any subsequent Reset Date at a redemption price equal to $25.00 per Preference Share, plus any unpaid, accrued cumulative dividends, whether or not declared, on such Preference Share, to, but excluding, any date fixed for redemption; provided that no such redemption may occur unless one of the redemption requirements (as described in the preliminary prospectus supplement) is satisfied. In addition: • the Issuer will have the option to redeem all (but not less than all) of the Preference Shares at a redemption price of $25.00 per Preference Share, plus any unpaid, accrued cumulative dividends, whether or not declared, on such Preference Share, to, but excluding, any date fixed for redemption, if there is, in the Issuer’s reasonable determination, based on the advice of external legal, financial and tax advisers with knowledge of such matters, as applicable, a substantial probability that the Issuer or any successor company would become obligated to pay any additional amounts on the next succeeding dividend payment date with respect to the Preference Shares and the payment of those additional amounts cannot be avoided by the use of any reasonable measures available to the Issuer or any successor company; provided that no such redemption may occur unless one of the redemption requirements is satisfied; • the Issuer will have the option to redeem all (but not less than all) of the Preference Shares at a redemption price of $25.00 per Preference Share, plus any unpaid, accrued cumulative dividends, whether or not declared, on such Preference Share, to, but excluding, any date fixed for redemption, at any time within 90 days following the occurrence of the date on which the Issuer has reasonably determined, based on the advice of external legal, financial and tax advisers with knowledge of such matters, as applicable, that a “capital disqualification event” has occurred as a result of any amendment to, or change or in, the laws or regulations of the jurisdiction of the Issuer’s “applicable supervisor” (as described in the preliminary prospectus supplement) that is enacted or becomes effective after the initial issuance of the Preference Shares or any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that are announced after the initial issuance of the Preference Shares; provided that no such redemption may occur unless one of the redemption requirements is satisfied; and • the Issuer will have the option to redeem all (but not less than all) of the Preference Shares at a redemption price of $25.50 per Preference Share, plus any unpaid, accrued cumulative dividends, whether or not declared, on such Preference Share, to, but excluding, any date fixed for redemption, within 90 days of the occurrence of a “rating agency event” (as described in the preliminary prospectus supplement); provided that no such redemption may occur unless one of the redemption requirements is satisfied. Any such redemption will require the Issuer to provide not less than 15 days’ nor more than 60 days’ prior written notice. |
