Common use of Certain Authorizations Clause in Contracts

Certain Authorizations. The Depositor and the Trustees ---------------------- hereby authorize the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post- effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred Securities") and possibly certain other securities and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange or any other national stock exchange or The Nasdaq National Market (each, an "Exchange") and execute on behalf of the Trust one or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of the Exchanges; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register the Preferred Securities under the securities or blue sky laws, and to obtain any permits under the insurance laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i) through (iv) above is required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trust, the Trustees are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees ---------------------- Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post- post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amendedamended (the "1933 Act"), of the preferred Preferred Securities of the Trust and certain other securities of the Trust Depositor, (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the "Preferred Securities") and possibly certain other securities Securities required to be filed pursuant to Rule 424 under the 1933 Act and (bc) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange one or any other more national stock exchange or The Nasdaq National Market securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of such Exchange or the ExchangesNASD's Nasdaq National Market ("NASDAQ"); (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or blue sky "Blue Sky" laws, ; and (iv) to obtain any permits under execute on behalf of the insurance laws Trust such other underwriting agreements with one or more underwriters relating to the offering of such jurisdictions the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i) through ), (ivii), or (iii) above is required by the rules and regulations of the Commission, an Exchange any Exchange, the NASD or any state securities or blue sky "Blue Sky" laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trusta Trustee, the Trustees Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and directed to execute on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees ---------------------- hereby authorize the Depositor, as the sponsor of the Trust, is hereby authorized, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post- post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred Securities") and possibly certain other securities of the Depositor and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange one or any other more national stock exchange or The Nasdaq National Market securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of such Exchange or the ExchangesNASD's Nasdaq National Market; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or blue sky "Blue Sky" laws, ; and (iv) to obtain any permits under execute on behalf of the insurance laws Trust such Underwriting Agreements with one or more underwriters relating to the offering of such jurisdictions the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) through or (iviii) above is required by the rules and regulations of the Commission, an Exchange any Exchange, the NASD or any state securities or blue sky "Blue Sky" laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trusta Trustee, the Trustees Depositor and any Trustee are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, ; it being understood that The First National Bank of Chicago and First Chicago Delaware Inc.New York (Delaware), in their capacities its capacity as Trustees a trustee of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commissionany such law, an Exchange rule or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereofregulation.

Certain Authorizations. The Depositor and the Trustees ---------------------- hereby authorize the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "“Commission"”) and execute, in each case on behalf of the Trust, (a) the Registration Statement on Form S-3 (the "“1933 Act Registration Statement"”), including any pre-effective or post- post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "“Preferred Securities"”) and possibly certain other securities and (b) a Registration Statement on Form 8-A (the "“1934 Act Registration Statement"”) (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange or any other national stock exchange or The Nasdaq National Market (each, an "“Exchange"”) and execute on behalf of the Trust one or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of the Exchanges; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register the Preferred Securities under the securities or blue sky laws, and to obtain any permits under the insurance laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i) through (iv) above is required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trust, the Trustees are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc.Wilmington Trust Company, in their capacities its capacity as Trustees Trustee of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each TrusteeTrustee (other than Wilmington Trust Company), solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. Sim ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or such Trustee or in the Depositor's ’s or such Trustee’s name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor or such Trustee might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees ---------------------- Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, (a) the Registration Statement on Form S-3 S-1 (the "1933 Act Registration Statement"), including any pre-effective or post- post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred Securities") and possibly certain other securities of the Depositor and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-pre- effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York American Stock Exchange or any other national stock exchange or The Nasdaq National Market (eachExchange, an "Exchange") Inc. and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of the ExchangesAmerican Stock Exchange; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or blue sky "Blue Sky" laws, ; and (iv) to obtain any permits under execute on behalf of the insurance laws Trust such Underwriting Agreements with one or more underwriters relating to the offering of such jurisdictions the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) through and (iviii) above is required by the rules and regulations of the Commission, an the American Stock Exchange or any state securities or blue sky laws, "Blue Sky" laws to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trusta Trustee, the Trustees Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees ---------------------- Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (ia) to file with prepare the Securities Offering Circular and Exchange Commission (the "Commission") and to execute, in each case on behalf of the Trust, (a) any agreements or other documents necessary or advisable in connection with the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post- effective amendments to such 1933 Act Registration Statement (including the prospectus offering and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, sale of the preferred securities of Capital Securities as described in the Trust (the "Preferred Securities") and possibly certain other securities and Offering Circular; (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating if determined to the registration of the Preferred Securities of the Trust under Section 12(b) of the Securities Exchange Act of 1934, as amended; (ii) be necessary or desirable to file with the New York Stock Exchange one or any other more national stock exchange or The Nasdaq National Market securities exchanges (each, an "Exchange") or the National Association of Securities Dealers, Inc. ("NASD") and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Capital Securities to be listed on any of such Exchange or the ExchangesNASD's Nasdaq National Market ("NASDAQ") or Private Offering, Resales and Trading through Automatic Linkages ("PORTAL") market; (iiic) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or blue sky "Blue Sky" laws, ; and (d) to obtain any permits under execute on behalf of the insurance laws Trust such Purchase Agreements or Underwriting Agreements with one or more purchasers or underwriters relating to the offering of such jurisdictions the Capital Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (ia), (b) through and (ivc) above is required by the rules and regulations of the Securities and Exchange Commission, an Exchange any Exchange, the NASD or any state securities or blue sky "Blue Sky" laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trusta Trustee, the Trustees Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees ---------------------- Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "“Commission"”) and execute, in each case on behalf of the Trust, Trust (a) the Registration Statement on Form S-3 (the "“1933 Act Registration Statement"”), including any pre-effective or post- post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "“Preferred Securities"”) and possibly certain other securities of the Depositor and (b) a Registration Statement on Form 8-A (the "“1934 Act Registration Statement"”) (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange one or any other more national stock exchange or The Nasdaq National Market securities exchanges (each, an "“Exchange"”) or the National Association of Securities Dealers (“NASD”) and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of such Exchange or the ExchangesNASD’s Nasdaq National Market (“NASDAQ”); (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or blue sky “Blue Sky” laws, ; and (iv) to obtain any permits under execute on behalf of the insurance laws Trust such Underwriting Agreements with one or more underwriters relating to the offering of such jurisdictions the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) through or (iviii) above is required by the rules and regulations of the Commission, an Exchange any Exchange, the NASD or any state securities or blue sky “Blue Sky” laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trusta Trustee, the Trustees Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees ---------------------- Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (iI) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, Trust (aA) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post- post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred Securities") and possibly certain other securities of the Depositor and (bB) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) 12 of the Securities Exchange Act of 1934, as amended; (iiII) to file with the New York Stock Exchange one or any other more national stock exchange or The Nasdaq National Market securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of such Exchange or the ExchangesNASD's Nasdaq National Market ("NASDAQ"); (iiiIII) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or blue sky "Blue Sky" laws, ; and (IV) to obtain any permits under execute on behalf of the insurance laws Trust such Underwriting Agreements with one or more underwriters relating to the offering of such jurisdictions the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) through and (iviii) above is required by the rules and regulations of the Commission, an Exchange any Exchange, the NASD or any state securities or blue sky "Blue Sky" laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trusta Trustee, the Trustees Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc.Wilmington Trust Company, in their capacities its capacity as Trustees a trustee of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an the Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees ---------------------- hereby authorize the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post- post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred Securities") and possibly certain other securities and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange or any other national stock exchange or The Nasdaq National Market (each, an "Exchange") and execute on behalf of the Trust one or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of the Exchanges; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register the Preferred Securities under the securities or blue sky laws, and to obtain any permits under the insurance laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i) through (iv) above is required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trust, the Trustees are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that Norwest Bank Minnesota, National Association and The First National Bank of Chicago and First Chicago Delaware Inc.New York (Delaware), in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in personper- son, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees Trustee hereby ---------------------- hereby authorize and direct the Depositor, as the sponsor of the Trust, Trust (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post- post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred Securities") and possibly certain other securities of the Depositor and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange one or any other more national stock exchange or The Nasdaq National Market securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of such Exchange or the ExchangesNASD's Nasdaq National Market ""NASDAQ"); (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or blue sky "Blue Sky" laws, ; and (iv) to obtain any permits under execute on behalf of the insurance laws Trust such Underwriting Agreements with one or more underwriters relating to the offering of such jurisdictions the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) through or (iviii) above is required by the rules and regulations of the Commission, an Exchange any Exchange, the NASD or any state securities or blue sky "Blue Sky" laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the TrustTrustee, the Trustees Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees ---------------------- Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, (a) the Registration Statement on Form S-3 S-2 (the "1933 Act Registration Statement"), including any pre-effective or post- post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred Capital Securities") and possibly certain other securities of the Depositor and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Capital Securities of the Trust under Section 12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange or any other national stock exchange or The Nasdaq National Market Association of Securities Dealers, Inc. (each, an the "ExchangeNASD") and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Capital Securities to be listed on any of the ExchangesNASD's Nasdaq National Market; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Capital Securities under the securities or blue sky "Blue Sky" laws, ; and (iv) to obtain any permits under execute on behalf of the insurance laws Trust such Underwriting Agreements with one or more underwriters relating to the offering of such jurisdictions the Capital Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) through and (iviii) above is required by the rules and regulations of the Commission, an Exchange the NASD or any state securities or blue sky laws, "Blue Sky" laws to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trusta Trustee, the Trustees Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees ---------------------- hereby authorize the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "“Commission"”) and execute, in each case on behalf of the Trust, (a) the Registration Statement on Form S-3 (the "“1933 Act Registration Statement"”), including any pre-effective or post- post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "“Preferred Securities"”) and possibly certain other securities and (b) a Registration Statement on Form 8-A (the "“1934 Act Registration Statement"”) (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange or any other national stock exchange or The Nasdaq National Global Market (each, an "“Exchange"”) and execute on behalf of the Trust one or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of the Exchanges; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register the Preferred Securities under the securities or blue sky laws, and to obtain any permits under the insurance laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i) through (iv) above is required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trust, the Trustees are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc.Wilmington Trust Company, in their capacities its capacity as Trustees Trustee of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each TrusteeTrustee (other than Wilmington Trust Company), solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, ▇ as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or such Trustee or in the Depositor's ’s or such Trustee’s name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor or such Trustee might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees ---------------------- Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post- effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred Capital Securities") and possibly certain other securities of the Depositor and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including Statement")(including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Capital Securities of the Trust under Section 12(b) 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange or any other national stock exchange or The Nasdaq National Market Association of Securities Dealers (each, an "ExchangeNASD") and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Capital Securities to be listed on any of the ExchangesNASD's Nasdaq National Market ("NASDAQ"); (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor on behalf of the Trust, may deem necessary or desirable to register the Preferred Capital Securities under the securities or blue sky "Blue Sky" laws, ; and (iv) to obtain any permits under execute on behalf of the insurance laws Trust such Underwriting Agreements with one or more underwriters relating to the offering of such jurisdictions the Capital Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) through or (iviii) above is required by the rules and regulations of the Commission, an Exchange the NASD or any state securities or blue sky "Blue Sky" laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the TrustTrustee, the Trustees Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees Trustee hereby ---------------------- hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post- post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred Securities") and possibly certain other securities of the Depositor and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange one or any other more national stock exchange or The Nasdaq National Market securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of such Exchange or the ExchangesNASD's Nasdaq National Market ("NASDAQ"); (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or blue sky "Blue Sky" laws, ; and (iv) to obtain any permits under execute on behalf of the insurance laws Trust such Underwriting Agreements with one or more underwriters relating to the offering of such jurisdictions the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) through or (iviii) above is required by the rules and regulations of the Commission, an Exchange any Exchange, the NASD or any state sate securities or blue sky "Blue Sky" laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trusta Trustee, the Trustees Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees ---------------------- Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "CommissionCOMMISSION") and execute, in each case on behalf of the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act Registration StatementACT REGISTRATION STATEMENT"), including any pre-effective or post- post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred SecuritiesPREFERRED SECURITIES") and possibly certain other securities of the Depositor and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange or any other national stock exchange or The Nasdaq National Market (each, an "Exchange") and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of the ExchangesNasdaq National Market; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or blue sky "Blue Sky" laws, ; and (iv) to obtain any permits under execute on behalf of the insurance laws Trust such Underwriting Agreements with one or more underwriters relating to the offering of such jurisdictions the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) through and (iviii) above is required by the rules and regulations of the Commission, an Exchange the Nasdaq National Market or any state securities or blue sky laws, "Blue Sky" laws to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trusta Trustee, the Trustees Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees ---------------------- hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, (a) the Registration Statement on Form S-3 SB-2 (the "1933 Act Registration Statement"), including any pre-effective or post- post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred Preferred Securities of the Trust and certain other securities of the Trust (the "Preferred Securities") and possibly certain other securities Depositor and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust 2 under Section 12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange or any other national stock exchange or The Nasdaq National Market (each, an "Exchange") and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of the ExchangesNasdaq National Market; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register the Preferred Securities under the securities or blue sky laws, and to obtain any permits under the insurance "Blue Sky" laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or desirable; and (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements such Underwriting Agreements with one or more underwriters relating to the offering of the Preferred SecuritiesSecurities as the Depositor, on behalf of the Trust, may deem necessary or desirable, substantially in the form included as an exhibit to the 1933 Act Registration Statement. In the event that any filing referred to in clauses (i), (ii) through and (iviii) above is required by the rules and regulations of the Commission, an Exchange the Nasdaq National Market or any state securities or blue sky "Blue Sky" laws, to be executed on behalf of the Trust by one or more of the Trustees, in their capacities as Trustees of the Trust, the Trustees are Depositor is hereby authorized and and, to the extent required, directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago the Delaware Inc., in their capacities as Trustees of the Trust, Trustee shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange the Nasdaq National Market or any state securities or blue sky "Blue Sky" laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees ---------------------- Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, (a) the Registration Statement on Form S-3 SB-2 (the "1933 Act Registration Statement"), including any pre-effective or post- post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred Securities") and possibly certain other securities of the Depositor and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York American Stock Exchange or any other national stock exchange or The Nasdaq National Market (eachExchange, an "Exchange") Inc. and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of the ExchangesAmerican Stock Exchange; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or blue sky "Blue Sky" laws, ; and (iv) to obtain any permits under execute on behalf of the insurance laws Trust such Underwriting Agreements with one or more underwriters relating to the offering of such jurisdictions the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) through and (iviii) 2 above is required by the rules and regulations of the Commission, an the American Stock Exchange or any state securities or blue sky laws, "Blue Sky" laws to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trusta Trustee, the Trustees Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees Trustee ---------------------- hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post- effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred Securities") and possibly certain other securities of the Depositor and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange one or any other more national stock exchange or The Nasdaq National Market securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of such Exchange or the ExchangesNASD's Nasdaq National Market ("NASDAQ"); (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or blue sky "Blue Sky" laws, ; and (iv) to obtain any permits under execute on behalf of the insurance laws Trust such Underwriting Agreements with one or more underwriters relating to the offering of such jurisdictions the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) through or (iviii) above is required by the rules and regulations of the Commission, an Exchange any Exchange, the NASD or any state securities or blue sky "Blue Sky" laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trusta Trustee, the Trustees Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor Depositor, the Guarantor and the Trustees ---------------------- hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post- post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred capital securities of the Trust (the "Preferred Capital Securities") and possibly certain other securities of the Depositor and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Capital Securities of the Trust under Section 12(b) 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange or any other national stock exchange or The Nasdaq National Market (each, an "Exchange") and execute on behalf of the Trust one or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of the Exchanges; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor on behalf of the Trust, may deem necessary or desirable to register the Preferred Capital Securities under the securities or blue sky "Blue Sky" laws, ; and (iii) to obtain any permits under execute on behalf of the insurance laws Trust such Underwriting Agreements with one or more underwriters relating to the offering of such jurisdictions the Capital Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i) through or (ivii) above is required by the rules and regulations of the Commission, an Exchange the National Association of Securities Dealers ("NASD") or any state securities or blue sky "Blue Sky" laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trusta Trustee, the Trustees Depositor, the Guarantor and any Trustee are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, ; it being understood that The First Chase Manhattan Bank USA, National Bank of Chicago and First Chicago Delaware Inc.Association, in their capacities its capacity as Trustees a Trustee of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commissionany such law, an Exchange rule or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereofregulation.

Certain Authorizations. The In connection with the issuance ---------------------- and sale of the Trust Securities (as defined below) and the purchase of the Debentures (as defined below), the Depositor and the Trustees ---------------------- Delaware Trustee hereby authorize and direct the Depositor, as the sponsor acting on its own behalf and on behalf of the Trust, and the Depositor shall have the exclusive power and authority to cause the Trust to: (i) to enter into an Underwriting Agreement in such form as approved by the Depositor among the Depositor, each of the underwriters listed on Schedule A thereto (the "Underwriters") and certain other parties, pursuant to which the Trust will issue and sell to the Underwriters certain of its Capital Securities representing undivided beneficial interests in the assets of the Trust (the "Capital Securities") having certain preferences over the common securities (as defined below) as more particularly described in the Amended and Restated Trust Agreement and such Capital Securities, (ii) to sell to the Depositor certain of its Common Securities representing undivided beneficial interests in the assets of the Trust (the "Common Securities)" being subordinate in certain respects to the Capital Securities as more particularly described in the Amended and Restated Trust Agreement and such Common Securities (the Common Securities and, together with the Capital Securities, being the "Trust Securities"), (iii) to purchase with the proceeds from the issuance and sale of the Trust Securities certain Junior Subordinated Deferrable Interest Debentures to be issued by the Depositor (the "Debentures"), (iv) to prepare and file with the Securities and Exchange Commission (the "Commission") and executea registration statement, in each case on behalf preliminary and final form, with respect to the issuance and sale of the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post- effective amendments to Capital Securities and such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under other filings in connection therewith as may be required by the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred Securities") and possibly certain other securities and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) of the Securities Exchange Act of 1934, as amended; , and the Trust Indenture Act of 1939, as amended, and (iiv) to file with the New York Stock Exchange execute and be bound by all documents or any other national stock exchange or The Nasdaq National Market (eachinstruments, an "Exchange") perform all duties and execute powers, and do all things for and on behalf of the Trust one or more listing applications and in all other applications, statements, certificates, agreements and other instruments as shall be matters necessary or desirable to cause the Preferred Securities to be listed on any of the Exchanges; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register the Preferred Securities under the securities or blue sky laws, and to obtain any permits under the insurance laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating incidental to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i) through (iv) above is required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trust, the Trustees are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor Sponsor and the Trustees ---------------------- Trustee hereby authorize and direct the DepositorSponsor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, Trust (a) the Registration Statement on Form S-3 S-1 (the "1933 Act Registration Statement"), including any pre-effective or post- post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred capital securities of the Trust (the "Preferred Capital Securities") and possibly certain other securities of the Sponsor and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Capital Securities of the Trust under Section 12(b) 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange one or any other more national stock exchange or The Nasdaq National Market securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Capital Securities to be listed on any of such Exchange or the ExchangesNASD's Nasdaq National Market ("NASDAQ"); (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Sponsor on behalf of the Trust, may deem necessary or desirable to register the Preferred Capital Securities under the securities or blue sky "Blue Sky" laws, ; and (iv) to obtain any permits under execute on behalf of the insurance laws Trust such Underwriting Agreements with one or more underwriters relating to the offering of such jurisdictions the Capital Securities as the DepositorSponsor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) through or (iviii) above is required by the rules and regulations of the Commission, an Exchange any Exchange, the NASD or any state securities or blue sky "Blue Sky" laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trusta Trustee, the Trustees Sponsor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees ---------------------- Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (iI) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post- post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred Securities") and possibly certain other securities of the Depositor and (bB) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) 12 of the Securities Exchange Act of 1934, as amended; (iiII) to file with the New York Stock Exchange one or any other more national stock exchange or The Nasdaq National Market securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of such Exchange or the ExchangesNASD's Nasdaq National Market ("NASDAQ"); (iiiIII) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or blue sky "Blue Sky" laws, ; and (IV) to obtain any permits under execute on behalf of the insurance laws Trust such Underwriting Agreements with one or more underwriters relating to the offering of such jurisdictions the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) through and (iviii) above is required by the rules and regulations of the Commission, an Exchange any Exchange, the NASD or any state securities or blue sky "Blue Sky" laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trusta Trustee, the Trustees Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc.Wilmington Trust Company, in their capacities its capacity as Trustees a trustee of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an the Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees ---------------------- Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, to: (i) to file with the Securities and Exchange Commission (the "“Commission"”) and execute, in each case on behalf of the Trust, (a) the Registration Statement on Form S-3 (the "“1933 Act Registration Statement"”), including any pre-effective or post- post-effective amendments to such the 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "“Preferred Securities"”) and possibly certain other securities of the Depositor and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York NASDAQ Stock Exchange or any other national stock exchange or The Nasdaq National Market (each, an "Exchange") and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of the ExchangesNASDAQ Stock Market; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or blue sky “Blue Sky” laws, ; and (iv) execute on behalf of the Trust such underwriting agreements with one or more underwriters relating to obtain any permits under the insurance laws offering of such jurisdictions the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) through and (iviii) above is required by the rules and regulations of the Commission, an Exchange the NASDAQ Stock Market or any state securities or blue sky laws, “Blue Sky” laws to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trusta Trustee, the Trustees Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees ---------------------- hereby authorize the Depositor, as the sponsor of the Trust, is hereby authorized, in its discretion (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post- effective amendments to such 1933 1993 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred Securities") and possibly certain other securities of the Depositor and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange one or any other more national stock exchange or The Nasdaq National Market securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of such Exchange or the ExchangesNASD's Nasdaq National Market; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or blue sky "Blue Sky" laws, ; and (iv) to obtain any permits under execute on behalf of the insurance laws Trust such Underwriting Agreements with one or more underwriters relating to the offering of such jurisdictions the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) through and (iviii) above is required by the rules and regulations of the Commission, an Exchange any Exchange, the NASD or any state securities or blue sky "Blue Sky" laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trusta Trustee, the Depositor and the Trustees and any trustee appointed pursuant to Section 6 hereof are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago the Delaware Inc.Trustee, in their capacities its capacity as Trustees a trustee of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange the Exchange, the NASD or any state securities or blue sky "Blue Sky" laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees ---------------------- hereby authorize the Depositor, as the sponsor of the Trust, Depositor (i) to prepare, execute and file on behalf of the Trust with the Securities and Exchange Commission (the "“Commission"”) and execute, in each case on behalf of the Trust, (a) the a Registration Statement on Form S-3 S-4 (the "1933 Act “Registration Statement"”), including any pre-effective or post- and/or post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of beneficial interests in the preferred securities of the Trust (the "Preferred Securities") and possibly certain other securities and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) of the Securities Exchange Act of 1934, as amendedTrust; (ii) to prepare, execute and file on behalf of the Trust with The Nasdaq Stock Market, the New York Stock Exchange or any other national stock exchange or The Nasdaq National Market exchange, in any case, as the Depositor shall determine in its sole discretion (each, an "“Exchange") and execute on behalf of the Trust ”), one or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities beneficial interests in the Trust to be listed or approved for quotation on any of the such Exchanges; (iii) to prepare, execute and file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register the Preferred Securities beneficial interests in the Trust under the any state securities or “blue sky sky” laws, and to obtain any permits under the insurance laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or desirable; and (iv) to prepare and execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to beneficial interests in the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred SecuritiesTrust. In the event that any filing referred to in clauses (i) through (iv) above is required by the rules and regulations of the Commission, an Exchange or any state securities or “blue sky laws, sky” laws to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trust, the Trustees are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., in their capacities as Trustees of the Trust, no Trustee shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of themin such case, as his, her or its, as only to the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereofextent required.

Certain Authorizations. The Depositor Depositor, the Guarantor and the Trustees ---------------------- hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post- post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred Securities") and possibly certain other securities of the Depositor and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange one or any other more national stock exchange or The Nasdaq National Market securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments 2 as shall be necessary or desirable to cause the Preferred Securities to be listed on any of such Exchange or the ExchangesNASD's Nasdaq National Market ("NASDAQ"); (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or blue sky "Blue Sky" laws, ; and (iv) to obtain any permits under execute on behalf of the insurance laws Trust such Underwriting Agreements with one or more underwriters relating to the offering of such jurisdictions the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) through or (iviii) above is required by the rules and regulations of the Commission, an Exchange any Exchange, the NASD or any state securities or blue sky "Blue Sky" laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trusta Trustee, the Trustees Depositor, the Guarantor and any Trustee are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, ; it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., in their capacities its capacity as Trustees a Trustee of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commissionany such law, an Exchange rule or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereofregulation.

Certain Authorizations. The Depositor and the Trustees ---------------------- hereby authorize the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange change Commission (the "Commission") and execute, in each case on behalf of the ---------- Trust, (a) the Registration Statement on Form S-3 (the "1933 Act Registration --------------------- Statement"), including any pre-effective or post- post-effective amendments to such --------- 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred --------- Securities") and possibly certain other securities and (b) a ---------- Registration Statement on Form 8-A (the "1934 Act Registration Statement") ------------------------------- (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange or any other national stock exchange or The Nasdaq National Market (each, an "Exchange") and execute on behalf of the Trust one or more -------- listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of the Exchanges; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register the Preferred Securities under the securities or blue sky laws, and to obtain any permits under the insurance laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i) through (iv) above is required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trust, the Trustees are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees Trustee ---------------------- hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post- effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained thereintherin), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred Securities") and possibly certain other securities of the Depositor and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange one or any other more national stock exchange or The Nasdaq National Market securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of such Exchange or the ExchangesNASD's Nasdaq National Market ("NASDAQ"); (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or blue sky "Blue Sky" laws, ; and (iv) to obtain any permits under execute on behalf of the insurance laws Trust such Underwriting Agreements with one or more underwriters relating to the offering of such jurisdictions the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) through or (iviii) above is required by the rules and regulations of the Commission, an Exchange any Exchange, the NASD or any state securities or blue sky "Blue Sky" laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trusta Trustee, the Trustees Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees ---------------------- Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, (a) the Registration Statement on Form S-3 SB-2 (the "1933 Act Registration Statement"), including any pre-effective or post- post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred Securities") and possibly certain other securities of the Depositor and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange or any other national stock exchange or The Nasdaq National Market Association of Securities Dealers, Inc. (each, an the "ExchangeNASD") and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of the ExchangesNASD's Nasdaq National Market; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or blue sky "Blue Sky" laws, ; and (iv) to obtain any permits under execute on behalf of the insurance laws Trust such Underwriting Agreements with one or more underwriters relating to the offering of such jurisdictions the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) through and (iviii) above is required by the rules and regulations of the Commission, an Exchange the NASD or any state securities or blue sky laws, "Blue Sky" laws to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trusta Trustee, the Trustees 2 Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees ---------------------- hereby authorize the Depositor, as the sponsor of the Trust, and the Regular Trustee are hereby authorized, in the discretion of the Depositor (i) to i)to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, Trust (a) the a)the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post- post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred Securities") and possibly certain other securities of the Depositor and (b) a b)a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) 12 of the Securities Exchange Act of 1934, as amended; (ii) to ii)to file with the New York Stock Exchange one or any other more national stock exchange or The Nasdaq National Market securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of such Exchange or the ExchangesNASD's Nasdaq National Market ("NASDAQ"); (iii) to iii)to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or blue sky "Blue Sky" laws, ; and (iv)to execute on behalf of the Trust such Underwriting Agreements with one or more underwriters relating to obtain any permits under the insurance laws offering of such jurisdictions the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) through and (iviii) above is required by the rules and regulations of the Commission, an Exchange any Exchange, the NASD or any state securities or blue sky "Blue Sky" laws, to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trusta Trustee, the Depositor and the Trustees and any trustee appointed pursuant to Section 7 hereof are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago the Delaware Inc.Trustee, in their capacities its capacity as Trustees a trustee of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an the Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees ---------------------- hereby authorize the Depositor, as the sponsor of the Trust, is hereby authorized (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post- effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred Capital Securities") and possibly certain other securities of the Depositor and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (), including all any pre-effective and post-effective amendments thereto) , relating to the registration of the Preferred Capital Securities of the Trust under Section 12(b) 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange or any other national stock exchange or The Nasdaq National Market (each, an "Exchange") and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Capital Securities to be listed on any of the ExchangesNasdaq National Market; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register the Preferred Securities under the securities or blue sky laws, and to obtain any permits under the insurance laws of such jurisdictions as the Depositor, Depositor on behalf of the Trust, may deem necessary or desirabledesirable to register the Capital Securities under state securities or "Blue Sky" laws; and (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository that certain Underwriting Agreement relating to the Preferred Capital Securities; , among the Trust, the Depositor and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating several Underwriters named therein, substantially in the form filed as an exhibit to the offering of the Preferred Securities1933 Act Registration Statement. In the event that any filing referred to in clauses (i), (ii) through and (iviii) above is required by the rules and regulations of the Commission, an Exchange the Nasdaq Stock Market or any state securities or blue sky "Blue Sky" laws, to be executed on behalf of the Trust by one or more of the Trustees, each of the Trustees, in their capacities its or his capacity as Trustees a trustee of the Trust, the Trustees are is hereby authorized and and, to the extent so required, directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., Wilmington Trust Company in their capacities its capacity as Trustees a trustee of the Trust, Trust shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange the Nasdaq Stock Market or any state securities or blue sky "Blue Sky" laws. In connection with all of the foregoingfilings referred to above, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇, each as a Trustee and not in their individual capacities, hereby constitute and appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., and each of them, as his, her or its, as the case may be, its true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or such Trustee or in the Depositor's or such Trustee's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto to the 1933 Act Registration Statement and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, the Nasdaq National Market and administrators of the state securities or "Blue Sky" laws, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor or such Trustee might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor and the Trustees ---------------------- Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post- post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred securities of the Trust (the "Preferred Securities") and possibly certain other securities of the Depositor and (b) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange or any other national stock exchange or The Nasdaq National Market (each, an "Exchange") and execute on behalf of the Trust one a listing application or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of the ExchangesNasdaq National Market; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or blue sky "Blue Sky" laws, ; and (iv) to obtain any permits under execute on behalf of the insurance laws Trust such Underwriting Agreements with one or more underwriters relating to the offering of such jurisdictions the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust one or more underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) through and (iviii) above is required by the rules and regulations of the Commission, an Exchange the Nasdaq National Market or any state securities or blue sky laws, "Blue Sky" laws to be executed on behalf of the Trust by the Trustees, in their capacities as Trustees of the Trusta Trustee, the Trustees Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that The First National Bank of Chicago and First Chicago Delaware Inc., in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws. In connection with all of the foregoing, the Depositor and each Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. Sim and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in any and all capacities, to sign the 1933 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and the 1934 Act Registration Statement and any and all amendments (including post-effective amendments) thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.