Common use of Issuance of the Preferred Securities Clause in Contracts

Issuance of the Preferred Securities. On ________________, ______ the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On _______________ __, ______ 1997 the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of ___________ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to __________ Preferred Securities having an aggregate Liquidation Amount of up to $___________, against receipt of such the aggregate purchase price of such Preferred Securities of $____________equal to the Liquidation Amount thereof, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ 1996 the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an at least one Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 5.02 and deliver to the Underwriters named in the Underwriting Agreement therein Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of _________ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee Trustees shall promptly deliver to the Property Trustee. If there In the event and to the extent the overallotment option granted by the Trust pursuant to the Underwriting Agreement is a Second Time of Deliveryexercised by the Underwriters named therein, an at least one Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 5.02 and deliver to the Underwriters named in the Underwriting Agreement therein Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to _________ Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such the aggregate purchase price of such Preferred Securities of up to $____________, which amount such the Administrative Trustees shall promptly deliver to the Property Trustee, Trustee on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ 1999 the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section Sections 5.2 and 5.3 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section Sections 5.2 and 5.3 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ the The Depositor, on behalf of the Trust and pursuant to the Original Trust AgreementTrust, has executed and delivered the Underwriting Agreement. Contemporaneously with At the execution and delivery of this Trust AgreementClosing Time, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of ____________ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time On each Date of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to __________ Preferred Securities (less such number of Preferred Securities evidenced by Preferred Securities Certificates executed and delivered on any prior Dates of Delivery) having an aggregate Liquidation Amount of up to $___________ (less the aggregate Liquidation Amount of any Preferred Securities evidenced by Preferred Securities Certificates executed and delivered on any prior Dates of Delivery), against receipt of such aggregate purchase price of such Preferred Securities of $_____________ (less the aggregate Liquidation Amount of any Preferred Securities evidenced by Preferred Securities Certificates executed and delivered on any prior Dates of Delivery), which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ the The Depositor, on behalf of the Trust and pursuant to as successor Trust sponsor under the Original Trust Agreement, has executed and delivered the Underwriting Agreement. Contemporaneously with At the execution and delivery of this Trust AgreementClosing Time, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of ____________ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time On each Date of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to __________ Preferred Securities (less such number of Preferred Securities evidenced by Preferred Securities Certificates executed and delivered on any prior Dates of Delivery) having an aggregate Liquidation Amount of up to $___________ (less the aggregate Liquidation Amount of any Preferred Securities evidenced by Preferred Securities Certificates executed and delivered on any prior Dates of Delivery), against receipt of such aggregate purchase price of such Preferred Securities of $_____________ (less the aggregate Liquidation Amount of any Preferred Securities evidenced by Preferred Securities Certificates executed and delivered on any prior Dates of Delivery), which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ 1997, the DepositorDepositor and an Administrative Trustee, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing AgencyPersons entitled thereto, in an aggregate amount of 1,200,000 Preferred Securities having an aggregate Liquidation Amount of $__________________, 12,000,000 against receipt of such the aggregate purchase price of such Preferred Securities of $_________________12,000,000, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If the underwriters exercise their Option and there is a Second Time of Deliveryan Option Closing Date (as such terms are defined in the Underwriting Agreement), then an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing AgencyPersons entitled thereto, in an aggregate amount of up to 180,000 Preferred Securities having an aggregate Liquidation Amount of up to $__________, 1,800,000 against receipt of such the aggregate purchase price of such Preferred Securities of $____________1,800,000, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ the The Depositor, on behalf of the Trust and pursuant to as Trust sponsor under the Original Trust Agreement, has executed and delivered the Underwriting Agreement. Contemporaneously with At the execution and delivery of this Trust AgreementClosing Time, an Administrative Trustee, on behalf of the Trust, shall execute execute, and the Property Trustee shall authenticate, in accordance with Section 5.2 and such Administrative Trustee shall deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of __________ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such an aggregate purchase price of such Preferred Securities of $_________________, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time On each Date of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute execute, and the Property Trustee shall authenticate, in accordance with Section 5.2 and such Administrative Trustee shall deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to __________ Preferred Securities (less such number of Preferred Securities evidenced by Preferred Securities Certificates executed and delivered on any prior Dates of Delivery) having an aggregate Liquidation Amount of up to $___________ (less the aggregate Liquidation Amount of any Preferred Securities evidenced by Preferred Securities Certificates executed and delivered on any prior Dates of Delivery), against receipt of such an aggregate purchase price of such Preferred Securities of $_____________ (less the aggregate Liquidation Amount of any Preferred Securities evidenced by Preferred Securities Certificates executed and delivered on any prior Dates of Delivery), which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ the The Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute execute, in accordance with Section 5.2 502, and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing AgencyPersons entitled thereto, in an aggregate amount of One Million Five Hundred Thousand (1,500,000) shares of Preferred Securities having an aggregate Liquidation Amount of Fifteen Million Dollars ($__________________, 15,000,000) against receipt of such the aggregate purchase price of such Preferred Securities of Fifteen Million Dollars ($_________________15,000,000), which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If In the event the underwriters exercise their Underwriters' Over-Allotment Option and there is a Second Time of Deliveryan Option Closing Date (as such term is defined in the Underwriting Agreement), then an Administrative Trustee, on behalf of the Trust, shall execute execute, in accordance with Section 5.2 502, and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, additional Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing AgencyPersons entitled thereto, in an aggregate amount of up to Two Hundred Twenty-Five Thousand (225,000) shares of Preferred Securities having an aggregate Liquidation liquidation Amount of up to Two Million Two Hundred Fifty Thousand Dollars ($__________, 2,250,000) against receipt of such the aggregate purchase price of such Preferred Securities of Two Million Two Hundred Fifty Thousand Dollars ($____________2,250,000), which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ the The Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ the DepositorThe Depositor and an Administrative Trustee, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, Persons entitled thereto in an aggregate amount of [_______] Preferred Securities having an aggregate Liquidation Amount of $[__________________, ] against receipt of such the aggregate purchase price of such Preferred Securities of $[_________________], which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If the underwriters exercise their over-allotment option and there is a Second Time of Deliveryan Option Closing Date (as such term is defined in the Underwriting Agreement), then an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, Persons entitled thereto in an aggregate amount of up to [_____] Preferred Securities having an aggregate Liquidation Amount of up to $[__________, ] against receipt of such the aggregate purchase price of such Preferred Securities of up to $[____________], which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ the The Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with On the execution and delivery of this Trust AgreementClosing Date, an Administrative a Regular Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 5.2, and the Property Trustee shall deliver to the Underwriters named in the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in evidencing an aggregate amount of __________ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt by the Property Trustee of such the aggregate purchase price of such Preferred Securities of $_________________. [In the event that the Underwriters shall exercise their Over-allotment Option, which amount on the Administrative Trustee shall promptly deliver to the Property Trustee. If there is Second Closing Date, a Second Time of Delivery, an Administrative Regular Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 5.2, and the Property Trustee shall deliver to the Underwriters named in the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in evidencing an aggregate amount of up to _____________ Preferred Securities having an aggregate Liquidation Amount of up to $___________, against receipt by the Property Trustee of such the aggregate purchase price of such Preferred Securities in an amount equal to such aggregate Liquidation Amount, all in accordance with the terms of $____________, which amount such Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreementexercise.]

Issuance of the Preferred Securities. On ________________, ______ the The Depositor, both on its own behalf and on behalf of the Issuer Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Issuer Trust, shall manually execute in accordance with Section Sections 5.2 and 5.3 and the Property Trustee shall deliver to the Underwriters named in underwriters pursuant to the Underwriting Agreement Agreement, Book-Entry Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in evidencing an aggregate amount of 2,000,000 Preferred Securities having an aggregate Liquidation Amount of $__________________50,000,000, against receipt by the Property Trustee of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver 50,000,000. If and to the Property Trustee. If there is a Second Time extent that the underwriters exercise their option under the Underwriting Agreement to purchase up to 300,000 additional Preferred Securities having an aggregate Liquidation Amount of Deliveryup to $7,500,000, then an Administrative Trustee, on behalf of the Issuer Trust, shall manually execute in accordance with Section Sections 5.2 and 5.3 and the Property Trustee, pursuant to written instructions from an Administrative Trustee, shall deliver to the Underwriters named in underwriters pursuant to the Underwriting Agreement Agreement, Book-Entry Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an evidencing the aggregate amount number of up to Preferred Securities having an aggregate Liquidation Amount of up being purchased pursuant to $__________such option (as set forth in such instruction), against receipt by the Property Trustee of such the aggregate purchase price of such Preferred Securities equal to the aggregate Liquidation Amount of $such Preferred Securities plus any accumulated distributions thereon from ____________, which amount such Administrative Trustees shall promptly deliver 2002 to the Property Trustee, on the date specified pursuant to the Underwriting Agreementof such delivery and payment.

Issuance of the Preferred Securities. On ________________, ______ 2001, ------------------------------------ the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 5.2, and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing AgencyPersons entitled thereto, in evidencing an aggregate amount of 3,000,000 Preferred Securities having an aggregate Liquidation Amount of $__________________, 30,000,000 against receipt of such the aggregate purchase price of such Preferred Securities of $_________________30,000,000, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If the underwriters exercise the Option and there is a Second Time of Deliveryan Option Closing Date (as such term is defined in the Underwriting Agreement), then an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in Persons entitled thereto evidencing an aggregate amount of up to 450,000 Preferred Securities having an aggregate Liquidation Amount of up to $__________, 4,500,000 against receipt of such the aggregate purchase price of such Preferred Securities of up to $____________4,500,000, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant . Preferred Securities issued in accordance with this Section 2.4 shall be validly issued and entitled to the Underwriting benefits of this Trust Agreement.

Issuance of the Preferred Securities. On ________________, ______ ____, the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agencyaccordance with instructions by such Underwriters, in an aggregate amount of _______ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trusteein accordance with instructions provided by such Underwriters. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agencyaccordance with instructions by such Underwriters, in an aggregate amount of up to _______ Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________the Liquidation Amount thereof, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trusteein accordance with instructions provided by such Underwriters, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On _____________December ___, ______ 1998, the DepositorDepositor and an Administrative Trustee, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named deliver, in accordance with the Underwriting Agreement Agreement, a Preferred Securities CertificatesCertificate, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of Preferred Securities having an aggregate Liquidation Amount of $__________________, 20,000,000 against receipt of such the aggregate purchase price of such Preferred Securities of $_________________20,000,000, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time Contemporaneously with the exercise of Deliverythe Underwriter's Over-Allotment Option, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named deliver, in accordance with the Underwriting Agreement Agreement, a Preferred Securities CertificatesCertificate, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to Preferred Securities having an aggregate Liquidation Amount of $10 for each Preferred Security as to which the option is being exercised, up to $__________3,000,000, against receipt of such the aggregate purchase price of such Preferred Securities of $____________in such Liquidation Amount, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee. SECTION 205. ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF JUNIOR SUBORDINATED DEBENTURES. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the date specified pursuant Trust, shall execute in accordance with Section 502 and deliver to the Underwriting AgreementDepositor a Common Securities Certificate, registered in the name of the Depositor, in an aggregate amount of Common Securities having an aggregate Liquidation Amount of $618,560 against payment by the Depositor of such amount. Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase from the Depositor Junior Subordinated Debentures, registered in the name of the Property Trustee on behalf of the Trust and having an aggregate principal amount equal to $20,618,560, and, in satisfaction of the purchase price for such Junior Subordinated Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum of $20,618,560.

Issuance of the Preferred Securities. On ________________, ______ 1998, the DepositorDepositor and an Administrative Trustee, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named deliver, in accordance with the Underwriting Agreement Agreement, a Preferred Securities CertificatesCertificate, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of Preferred Securities having an aggregate Liquidation Amount of $__________________, 12,000,000 against receipt of such the aggregate purchase price of such Preferred Securities of $_________________12,000,000, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time SECTION 205. ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF JUNIOR SUBORDINATED DEBENTURES. Contemporaneously with the execution and delivery of Deliverythis Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named in the Underwriting Agreement Preferred Depositor a Common Securities CertificatesCertificate, registered in the name of the nominee of the initial Clearing AgencyDepositor, in an aggregate amount of up to Preferred Common Securities having an aggregate Liquidation Amount of up $371,150 against payment by the Depositor of such amount. Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase from the Depositor Junior Subordinated Debentures, registered in the name of the Property Trustee on behalf of the Trust and having an aggregate principal amount equal to $__________12,371,150, against receipt and, in satisfaction of such aggregate the purchase price of for such Preferred Securities of $____________Junior Subordinated Debentures, which amount such Administrative Trustees shall promptly deliver to the Property Trustee, on behalf of the date specified pursuant Trust, shall deliver to the Underwriting AgreementDepositor the sum of $12,371,150.

Issuance of the Preferred Securities. On ________________, ______ the The Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in accordance with the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of ___________ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If the Underwriters exercise their Option and there is a Second Time of Deliveryan Option Closing Date, then an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 5.2, and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, additional Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, Agency in an aggregate amount of up to _____________ Preferred Securities having an aggregate Liquidation Amount of up to $__________, _ against receipt of such the aggregate purchase price of such Preferred Securities equal to the product of $____________25 multiplied by the number of Preferred Securities purchased pursuant to the Option, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________August 10, ______ 1998, the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of ___,000,000 Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On _____________January ___, ______ 1997, the DepositorDepositor and an Administrative Trustee, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, Persons entitled thereto in an aggregate amount of _______________ Preferred Securities having an aggregate Liquidation Amount of $__________ against receipt of the aggregate purchase price of such Preferred Securities of $__________, which amount such Administrative Trustee shall promptly deliver to the Property Trustee. If the underwriters exercise their Option and there is an Option Closing Date (as such terms are defined in the Underwriting Agreement), then an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 502 and deliver in accordance with the Underwriting Agreement, Preferred Securities Certificates, registered in the name of the Persons entitled thereto in an aggregate amount of up to ___________ Preferred Securities having an aggregate Liquidation Amount of up to $__________ against receipt of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ 1999, the Depositor, both on its own behalf and on behalf of the Issuer Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative TrusteeAdministrator, on behalf of the Issuer Trust, shall manually execute in accordance with Section 5.2 5.3 and the Property Trustee shall authenticate in accordance with Section 5.3 and deliver to the Underwriters named in the Underwriting Agreement Preferred Underwriters, Firm Securities Certificates, registered in the name of names requested by the nominee of the initial Clearing AgencyUnderwriters, in an aggregate amount of Preferred 1,400,000 Firm Securities having an aggregate Liquidation Amount of $__________________, against receipt of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to by the Property Trustee. If there is a Second Time At the option of Deliverythe Underwriters, within 30 days of the date of the Prospectus, and solely for the purpose of covering an over-allotment, if any, an Administrative TrusteeAdministrator, on behalf of the Issuer Trust, shall manually execute in accordance with Section 5.2 5.3 and the Property Trustee shall authenticate in accordance with Section 5.3 and deliver to the Underwriters named in the Underwriting Agreement Underwriters, Option Preferred Securities Certificates, registered in the name of names requested by the nominee of the initial Clearing AgencyUnderwriters, in an aggregate amount of representing up to Preferred _________ Option Securities having an aggregate Liquidation Amount of up to $__________, _ against receipt of such the aggregate purchase price of such Preferred Option Securities of up to $____________, which amount such Administrative Trustees shall promptly deliver to _ by the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an the Administrative TrusteeTrustees, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of Preferred Securities having an aggregate Liquidation Amount of $_____________ Preferred Securities having an aggregate Liquidation Preference of $______, against receipt of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee Trustees shall promptly deliver to the Property Trustee. If there is a Second Time of DeliveryIn addition, an in connection with the Underwriters' Over-Allotment Option, the Administrative TrusteeTrustees, on behalf of the Trust, shall may execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an additional aggregate amount of up to _________ Preferred Securities having an aggregate Aggregate Liquidation Amount Preference of up to $___________, against receipt of such the aggregate purchase price of such Preferred Securities of $____________Securities, which amount such the Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ 1999, the DepositorDepositor and an Administrative Trustee, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named deliver, in accordance with the Underwriting Agreement Agreement, a Preferred Securities CertificatesCertificate, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of Preferred Securities having an aggregate Liquidation Amount of $__________________, 20,000,000 against receipt of such the aggregate purchase price of such Preferred Securities of $_________________20,000,000, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time Contemporaneously with the exercise of Deliverythe Underwriter's Over-Allotment Option, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named deliver, in accordance with the Underwriting Agreement Agreement, a Preferred Securities CertificatesCertificate, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to Preferred Securities having an aggregate Liquidation Amount of $10 for each Preferred Security as to which the option is being exercised, up to $__________3,000,000, against receipt of such the aggregate purchase price of such Preferred Securities of $____________in such Liquidation Amount, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee. SECTION 205. ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF JUNIOR SUBORDINATED DEBENTURES. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the date specified pursuant Trust, shall execute in accordance with Section 502 and deliver to the Underwriting AgreementDepositor a Common Securities Certificate, registered in the name of the Depositor, in an aggregate amount of Common Securities having an aggregate Liquidation Amount of $618,560 against payment by the Depositor of such amount. Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase from the Depositor Junior Subordinated Debentures, registered in the name of the Property Trustee on behalf of the Trust and having an aggregate principal amount equal to $20,618,560 and, in satisfaction of the purchase price for such Junior Subordinated Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum of $20,618,560. Contemporaneously with the exercise of the Underwriter's Over-Allotment Option, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 502 and deliver to the Depositor a Common Securities Certificate, registered in the name of the Depositor, in an aggregate amount of Common Securities having an aggregate Liquidation Amount equal to quotient of the Liquidation Amount of Preferred Securities purchased upon exercise of the option divided by 32.33, rounded up to the nearest $10, up to $92,790 in such Liquidation Amount, against payment by the Depositor of such amount. Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase from the Depositor Junior Subordinated Debentures, registered in the name of the Property Trustee on behalf of the Trust and having an aggregate principal amount equal to the sum of the Liquidation Amount of the Common Securities determined in accordance with the foregoing sentence and the Liquidation Amount of the Preferred Securities purchased upon exercise of the Underwriters' Over-Allotment Option, and, in satisfaction of the purchase price for such Junior Subordinated Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor such sum.

Issuance of the Preferred Securities. On ________________, ______ the The Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of ___________ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to __________ Preferred Securities having an aggregate Liquidation Amount of up to $___________, against receipt of such the aggregate purchase price of such Preferred Securities of $____________equal to the Liquidation Amount thereof, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ______________, 200__, ______ the DepositorDepositor and an Administrative Trustee, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, Persons entitled thereto in an aggregate amount of ___________ Preferred Securities having an aggregate Liquidation Amount of $__________________, _ against receipt of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If the underwriters exercise their over-allotment option and there is a Second Time of Deliveryan Option Closing Date (as such term is defined in the Underwriting Agreement), then an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, Persons entitled thereto in an aggregate amount of up to ___________ Preferred Securities having an aggregate Liquidation Amount of up to $__________, _ against receipt of such the aggregate purchase price of such Preferred Securities of up to $____________, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ 1995 the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 5.02 and deliver to the Underwriters named in the Underwriting Agreement therein Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of ________ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee Trustees shall promptly deliver to the Property Trustee. If there In the event and to the extent the overallotment option granted by the Trust pursuant to the Underwriting Agreement is a Second Time of Deliveryexercised by such Underwriters, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 5.02 and deliver to the such Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to _______ Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such the aggregate purchase price of such Preferred Securities of up to $____________, which amount such the Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement. Section 2.05. Subscription and Purchase of Debentures; Issuance of the Common Securities. Contemporaneously with the execution and delivery of this Trust Agreement, the Administrative Trustees, on behalf of the Trust, shall subscribe to and purchase from the Depositor Debentures, registered in the name of the Trust and having an aggregate principal amount equal to $_____, and, in satisfaction of the purchase price for such Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum of $_______. Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.02 and deliver to the Depositor Common Securities Certificates, registered in the name of the Depositor, in an aggregate amount of ________ Common Securities having an aggregate Liquidation Amount of $________ against payment by the Depositor of the sum of $________. In the event the overallotment option granted by the Trust with respect to the Preferred Securities pursuant to the Underwriting Agreement is exercised by the Underwriters named therein, the Administrative Trustees, on behalf of the Trust, in an aggregate principal amount (determined on a pro rata basis to the extent the overallotment option is exercised) and contemporaneously with the delivery to the Underwriters of such Preferred Securities, shall subscribe to and purchase from the Depositor Debentures, registered in the name of the Trust and having an aggregate principal amount up to $______, and, in satisfaction of the purchase price for such Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor an amount equal to the aggregate principal amount of Debentures being purchased. Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.02 and deliver to the Depositor Common Securities Certificates, registered in the name of the Depositor, in an aggregate amount (determined on a pro rata basis to the extent the overallotment option is exercised) of up to ________ Common Securities having an aggregate Liquidation Amount of up to $_______ against payment by the Depositor of an amount equal to the aggregate Liquidation Amount of the Common Securities Certificates so delivered. Section 2.06.

Issuance of the Preferred Securities. On ________________, ______ the DepositorThe Depositor and an Administrative Trustee, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters Underwriter named in the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of _________ Preferred Securities having an aggregate Liquidation Amount of $__________, plus on either of the Closing Date or the Option Closing Date, up to an additional _______ Preferred Securities having an aggregate Liquidation Amount of $_________ solely to cover over-allotments, as provided for in the Underwriting Agreement (the "Additional Preferred Securities"), against receipt of such aggregate purchase price of such Preferred Securities of $__________ (or, in the event that Additional Preferred Securities are issued, up to $__________), which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ , the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agencyaccordance with instructions by such Underwriters, in an aggregate amount of ______ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trusteein accordance with instructions provided by such Underwriters. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agencyaccordance with instructions by such Underwriters, in an aggregate amount of up to ______ Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________the Liquidation Amount thereof, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trusteein accordance with instructions provided by such Underwriters, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ _, the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agencyaccordance with instructions by such Underwriters, in an aggregate amount of ______Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trusteein accordance with instructions provided by such Underwriters. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agencyaccordance with instructions by such Underwriters, in an aggregate amount of up to ______Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________the Liquidation Amount thereof, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trusteein accordance with instructions provided by such Underwriters, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ 2001, the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an the Administrative TrusteeTrustees or any one of them, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters underwriters named in the Underwriting Agreement therein Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of _____________ Preferred Securities having an aggregate Liquidation Amount of $__________________, _ against receipt of such the aggregate purchase price of such Preferred Securities of $_____________ ($_____, _ per Preferred Security) which amount the Administrative Trustee Trustees shall promptly deliver to or to the order of the Property Trustee. If there In the event and to the extent the over-allotment option granted by the Trust and the Depositor pursuant to the Underwriting Agreement is a Second Time exercised by such underwriters, on the Option Closing Date, the Administrative Trustees or any one of Delivery, an Administrative Trusteethem, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters underwriters named in the Underwriting Agreement therein Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to ______ Preferred Securities having an aggregate Liquidation Amount of up to $__________, _ against receipt of such the aggregate purchase price of such Preferred Securities of up to $______ ($________ per Preferred Security), which amount such the Administrative Trustees shall promptly deliver to or to the order of the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ 1996 the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of [3,000,000] Preferred Securities having an aggregate Liquidation Amount of [$__________________75,000,000], against receipt of such the aggregate purchase price of such Preferred Securities of [$_________________75,000,000], which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there In the event and to the extent the overallotment option granted by the Trust pursuant to the Underwriting Agreement is a Second Time of Deliveryexercised by such underwriters, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement such underwriters Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to [450,000] Preferred Securities having an aggregate Liquidation Amount of up to [$__________11,250,000], against receipt of such the aggregate purchase price of such Preferred Securities of up to [$____________, 11,250,000] which amount such the Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ 1997, the DepositorDepositor and an Administrative Trustee, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing AgencyPersons entitled thereto, in an aggregate amount of __________ Preferred Securities having an aggregate Liquidation Amount of $__________________, _ against receipt of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If the underwriters exercise their Option and there is a Second Time of Deliveryan Option Closing Date (as such terms are defined in the Underwriting Agreement), then an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing AgencyPersons entitled thereto, in an aggregate amount of up to __________ Preferred Securities having an aggregate Liquidation Amount of up to $__________, _ against receipt of such the aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ the The Depositor, on behalf of the Trust and pursuant to as successor Trust sponsor under the Original Trust Agreement, has executed and delivered the Underwriting Agreement. Contemporaneously with At the execution and delivery of this Trust AgreementClosing Time, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of Preferred Securities having an aggregate Liquidation Amount of $__________________$ , against receipt of such aggregate purchase price of such Preferred Securities of $_________________$ , which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time On each Date of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to Preferred Securities (less such number of Preferred Securities evidenced by Preferred Securities Certificates executed and delivered on any prior Dates of Delivery) having an aggregate Liquidation Amount of up to $__________$ (less the aggregate Liquidation Amount of any Preferred Securities evidenced by Preferred Securities Certificates executed and delivered on any prior Dates of Delivery), against receipt of such aggregate purchase price of such Preferred Securities of $____________$ (less the aggregate Liquidation Amount of any Preferred Securities evidenced by Preferred Securities Certificates executed and delivered on any prior Dates of Delivery), which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________-----------------, ______ 200--, the DepositorSponsor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of [ ] Preferred Securities having an aggregate Liquidation Amount of $__________________--------, against receipt of such aggregate purchase price of such Preferred Securities of $_________________--------, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time Closing Date as a result of Deliverythe exercise of an over-allotment option pursuant to the Underwriting Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to [ ] Preferred Securities having an aggregate Liquidation Amount of up to $__________-------, against receipt of such aggregate purchase price of such Preferred Securities of $____________-------, which amount such Administrative Trustees shall promptly deliver to the Property TrusteeTrustee in accordance with instructions provided by such Underwriters, on the date specified pursuant to the Underwriting Agreement. Upon issuance of Preferred Securities in accordance with this Section 2.4, such Preferred Securities will be validly issued and will represent valid, fully paid and nonassessable undivided beneficial interests in the assets of the Trust.

Issuance of the Preferred Securities. The Depositor, both on its own behalf and on behalf of the Issuer Trust pursuant to the Original Trust Agreement, has executed and delivered the Underwriting Agreement. On the Closing Date, an Administrative Trustee, on behalf of the Issuer Trust, shall execute in accordance with Sections 5.2, 5.3 and 8.9(a), and the Property Trustee shall deliver to the Underwriters, Preferred Securities Certificates, registered in the names requested by the Underwriters, evidencing an aggregate amount of _______________ Preferred Securities having an aggregate Liquidation Amount of ________________, _ against an aggregate purchase price of such Preferred Securities of ______ _________. If the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered underwriters exercise their Over-Allotment Option (as defined in the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement), then an Administrative Trustee, on behalf of the Issuer Trust, shall execute in accordance with Section 5.2 Sections 5.2, 5.3 and 8.9(a), and the Property Trustee shall deliver to the Underwriters named in the Underwriting Agreement Underwriters, additional Preferred Securities Certificates, registered in the name of names requested by the nominee of the initial Clearing AgencyUnderwriters, in evidencing an aggregate amount of up to _______________ Preferred Securities having an aggregate Liquidation Amount of $up to __________________, _ against receipt of such an aggregate purchase price of such Preferred Securities of $up to _________________, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ___________December _____, ______ 1996 the DepositorDepositor and an Administrative Trustee, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named in accordance with the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of Preferred Securities having an aggregate Liquidation Amount of $__________________, $ against receipt of such the aggregate purchase price of such Preferred Securities of $_________________$ , which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If the underwriters exercise their Option and there is a Second Time of Deliveryan Option Closing Date (as such terms are defined in the Underwriting Agreement), then an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named in accordance with the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to ___________ Preferred Securities having an aggregate Liquidation Amount of up to $__________, ___ against receipt of such the aggregate purchase price of such Preferred Securities of $______________, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ ------------------------------------ 1995 the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an the Administrative TrusteeTrustees, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of _________ Preferred Securities having an aggregate Liquidation Amount of $$ __________________, _ against receipt of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee Trustees shall promptly deliver to the Property Trustee. If there In the event and to the extent the overallotment option granted by the Trust pursuant to the Underwriting Agreement is a Second Time of Deliveryexercised, an the Administrative TrusteeTrustees, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to an additional __________ Preferred Securities having an aggregate Liquidation Amount of up to $__________, _ against receipt of such the aggregate purchase price of such Preferred Securities of up to $____________, which amount such the Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 hereof and deliver to the Underwriters named in the Underwriting Agreement Agreement, executed and delivered in connection with the issuance of Preferred Securities, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of - Preferred Securities having an aggregate Liquidation Amount of $__________________-, against receipt of such the aggregate purchase price of such Preferred Securities of $_________________-, which amount the Administrative Trustee Trustees shall promptly deliver to the Property Trustee. If there is a Second Time SUBSCRIPTION AND PURCHASE OF DEBENTURES; ISSUANCE OF THE COMMON SECURITIES. Contemporaneously with the execution and delivery of Deliverythis Trust Agreement, the Administrative Trustees, on behalf of the Trust, shall subscribe to and purchase from the Depositor Debentures, registered in the name of the Trust and having an aggregate principal amount equal to $-, and, in satisfaction of the purchase price for such Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum of $-. Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Depositor Common Securities Certificates, registered in the name of the nominee of the initial Clearing AgencyDepositor, in an aggregate amount of up to Preferred - Common Securities having an aggregate Liquidation Amount of up to $__________, - against receipt payment by the Depositor of such aggregate purchase price of such Preferred Securities the sum of $____________, which amount such Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement-.

Issuance of the Preferred Securities. On ________________, ______ the The Depositor, on behalf of the Trust and pursuant to as successor Trust sponsor under the Original Trust Agreement, has executed and delivered the Underwriting Agreement. Contemporaneously with At the execution and delivery of this Trust AgreementClosing Time, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the ----------- Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of ____________ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time On each Date of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to __________ Preferred Securities (less such number of Preferred Securities evidenced by Preferred Securities Certificates executed and delivered on any prior Dates of Delivery) having an aggregate Liquidation Amount of up to $___________ (less the aggregate Liquidation Amount of any Preferred Securities evidenced by Preferred Securities Certificates executed and delivered on any prior Dates of Delivery), against receipt of such aggregate purchase price of such Preferred Securities of $_____________ (less the aggregate Liquidation Amount of any Preferred Securities evidenced by Preferred Securities Certificates executed and delivered on any prior Dates of Delivery), which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ the The Depositor, both on its own behalf and on behalf of the Issuer Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Issuer Trust, shall manually execute in accordance with Section Sections 5.2 and 5.3 and the Property Trustee shall deliver to the Underwriters named in underwriters pursuant to the Underwriting Agreement Agreement, Book-Entry Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in evidencing an aggregate amount of 1,800,000 Preferred Securities having an aggregate Liquidation Amount of $__________________45,000,000, against receipt by the Property Trustee of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver 45,000,000. If and to the Property Trustee. If there is a Second Time extent that the underwriters exercise their option under the Underwriting Agreement to purchase up to 270,000 additional Preferred Securities having an aggregate Liquidation Amount of Deliveryup to $6,750,000, then an Administrative Trustee, on behalf of the Issuer Trust, shall manually execute in accordance with Section Sections 5.2 and 5.3 and the Property Trustee, pursuant to written instructions from an Administrative Trustee, shall deliver to the Underwriters named in underwriters pursuant to the Underwriting Agreement Agreement, Book-Entry Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an evidencing the aggregate amount number of up to Preferred Securities having an aggregate Liquidation Amount of up being purchased pursuant to $__________such option (as set forth in such instruction), against receipt by the Property Trustee of such the aggregate purchase price of such Preferred Securities equal to the aggregate Liquidation Amount of $such Preferred Securities plus any accumulated distributions thereon from ____________, which amount such Administrative Trustees shall promptly deliver 2002 to the Property Trustee, on the date specified pursuant to the Underwriting Agreementof such delivery and payment.

Issuance of the Preferred Securities. On ________________, ______ the Depositor, on behalf of the Trust and pursuant Pursuant to the Original Trust Agreement, on -----------, 199-, the Depositor on behalf of the Trust executed and delivered the Underwriting Agreement. Contemporaneously Agreement and, contemporaneously with the execution and delivery of this Trust Agreementhereof, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of ----------- Preferred Securities having an aggregate Liquidation Amount of $__________________-----------, against receipt of such aggregate purchase price of such Preferred Securities of $_________________-----------, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to ---------- Preferred Securities having an aggregate Liquidation Amount of up to $__________-----------, against receipt of such the aggregate purchase price of such Preferred Securities of $____________equal to the Liquidation Amount thereof, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ the Depositor, The Depositor on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing AgencyPersons entitled thereto, in an aggregate amount of _________ Preferred Securities having an aggregate Liquidation Amount of $__________________, _ against receipt of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If the underwriters exercise their Option and there is a Second Time of Deliveryan Option Closing Date (as such terms are defined in the Underwriting Agreement), then an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, additional Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing AgencyPersons entitled thereto, in an aggregate amount of up to _______ Preferred Securities having an aggregate Liquidation Amount of up to $__________, _ against receipt of such the aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an the Administrative TrusteeTrustees, on behalf of the Trust, shall are authorized to execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of __________ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee Trustees shall promptly deliver to the Property Trustee. If there is a Second Time of DeliveryIn addition, an in connection with the Underwriters' Overallotment Option, the Administrative TrusteeTrustees, on behalf of the Trust, shall are authorized to execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an additional aggregate amount of up to __________ Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such the aggregate purchase price of such Preferred Securities of $____________Securities, which amount such the Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On As of _______________ __, ______ 1996, the Depositor, both on its own behalf and on behalf of the Issuer Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Issuer Trust, shall manually execute in accordance with Section 5.2 Sections 5.2, 5.3 and 8.9(a) and the Property Trustee shall deliver to the Underwriters named in the Underwriting Agreement Underwriters, Preferred Securities Certificates, registered in the name of names requested by the nominee of the initial Clearing AgencyUnderwriters, in evidencing an aggregate amount of _______ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to _ by the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Issuer Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to _________ Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such the aggregate purchase price of such Preferred Securities of $____________equal to the Liquidation Amount thereof, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ the The Depositor, both on its own behalf and on behalf of the Issuer Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Issuer Trust, shall manually execute in accordance with Section Sections 5.2 and 5.3 and the Property Trustee shall deliver to the Underwriters named in underwriters pursuant to the Underwriting Agreement Agreement, Book-Entry Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in evidencing an aggregate amount of 2,000,000 Preferred Securities having an aggregate Liquidation Amount of $__________________50,000,000, against receipt by the Property Trustee of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver 50,000,000. If and to the Property Trustee. If there is a Second Time extent that the underwriters exercise their option under the Underwriting Agreement to purchase up to 300,000 additional Preferred Securities having an aggregate Liquidation Amount of Deliveryup to $7,500,000, then an Administrative Trustee, on behalf of the Issuer Trust, shall manually execute in accordance with Section Sections 5.2 and 5.3 and the Property Trustee, pursuant to written instructions from an Administrative Trustee, shall deliver to the Underwriters named in underwriters pursuant to the Underwriting Agreement Agreement, Book-Entry Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an evidencing the aggregate amount number of up to Preferred Securities having an aggregate Liquidation Amount of up being purchased pursuant to $__________such option (as set forth in such instruction), against receipt by the Property Trustee of such the aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees shall promptly deliver equal to the Property Trusteeaggregate Liquidation Amount of such Preferred Securities plus any accumulated distributions thereon from May 31, on 2002 to the date specified pursuant to the Underwriting Agreementof such delivery and payment.

Issuance of the Preferred Securities. On ______________December __, ______ 1996, the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of ___________ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to __________ Preferred Securities having an aggregate Liquidation Amount of up to $___________, against receipt of such the aggregate purchase price of such Preferred Securities of $____________equal to the Liquidation Amount thereof, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ , the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agencyaccordance with instructions by such Underwriters, in an aggregate amount of ______Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trusteein accordance with instructions provided by such Underwriters. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agencyaccordance with instructions by such Underwriters, in an aggregate amount of up to ______Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________the Liquidation Amount thereof, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trusteein accordance with instructions provided by such Underwriters, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ the The Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 SECTIONS 502, 503 and 503A and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing AgencyPersons entitled thereto, in an aggregate amount of Preferred Securities having an aggregate Liquidation Amount of $__________________ Preferred Securities having an aggregate Liquidation Amount of_, _______ ______________ against receipt of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If the underwriters exercise their Option and there is a Second Time of Deliveryan Option Closing Date (as such terms are defined in the Underwriting Agreement), then an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 SECTIONS 502, 503 and 503A and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, additional Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing AgencyPersons entitled thereto, in an aggregate amount of up to _______________ Preferred Securities having an aggregate Liquidation Amount of up to $__________, _____ against receipt of such the aggregate purchase price of such Preferred Securities of $________________, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ the Depositor, on its own behalf and on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative TrusteeAdministrator, on behalf of the Trust, shall execute in accordance with Section 5.2 and the Property Trustee shall deliver to the Underwriters named in the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of representing ________ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to by the Property Trustee. If there In the event and to the extent any over-allotment option granted by the Trust and the Depositor pursuant to the Underwriting Agreement is a Second Time of Deliveryexercised by the underwriters named therein, on the Closing Date or any Settlement Date, an Administrative TrusteeAdministrator, on behalf of the Trust, shall execute in accordance with Section 5.2 and the Property Trustee shall deliver to the Underwriters underwriters named in the Underwriting Agreement therein additional Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of representing up to ________ Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate the purchase price of such per Preferred Securities Security of $____________, which amount such Administrative Trustees shall promptly deliver to 25 by the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an the Administrative TrusteeTrustees, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of __________ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee Trustees shall promptly deliver to the Property Trustee. If there is a Second Time of DeliveryIn addition, an in connection with the Underwriters' Overallotment Option, the Administrative TrusteeTrustees, on behalf of the Trust, shall may execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an additional aggregate amount of up to __________ Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such the aggregate purchase price of such Preferred Securities of $____________Securities, which amount such the Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ the The Depositor, on behalf of the Trust and pursuant to the Original this Trust Agreement, executed and delivered the Underwriting Purchase Agreement and shall execute and deliver the New Purchase Agreement. Contemporaneously with the execution and delivery of the Original Trust Agreement, an Administrative Trustee, on behalf of the Trust, executed in accordance with Section 5.2 and delivered to the Initial Purchasers named in the Purchase Agreement Preferred Securities Certificates, registered as set forth in Section 5.2, in an aggregate amount of 50,000 Preferred Securities having an aggregate Liquidation Amount of $50,000,000, against receipt of such aggregate purchase price of such Preferred Securities of $50,000,000, which amount the Administrative Trustee promptly delivered to the Property Trustee (the "First Original Preferred Securities"). Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters Initial Purchaser named in the Underwriting New Purchase Agreement additional Preferred Securities Certificates, registered as set forth in the name of the nominee of the initial Clearing AgencySection 5.2, in an aggregate amount of 20,000 Preferred Securities having an aggregate Liquidation Amount of $__________________, 20,000,000 against receipt of such aggregate purchase price of such Preferred Securities of $_________________19,700,000, which amount the Administrative Trustee shall promptly deliver to the Property TrusteeTrustee (the "Second Original Preferred Securities") (the First Original Preferred Securities and the Second Original Preferred Securities being hereinafter collectively referred to as the "Original Preferred Securities"). If there is a Second Time The Original Preferred Securities shall consist of Delivery, an Administrative Trustee, on behalf Rule 144A Preferred Securities and Other Preferred Securities. All of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered issued as described in the name this Trust Agreement shall constitute one class of the nominee of the initial Clearing Agency, in an aggregate amount of up to Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting AgreementSecurities.

Issuance of the Preferred Securities. On ________________, ______ the Depositor, The Depositor on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing AgencyPersons entitled thereto, in an aggregate amount of Preferred Securities having an aggregate Liquidation Amount of $__________________, ___ Preferred Securities having an aggregate Liquidation Amount of $________ against receipt of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If the underwriters exercise their Option and there is a Second Time of Deliveryan Option Closing Date (as such terms are defined in the Underwriting Agreement), then an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, additional Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing AgencyPersons entitled thereto, in an aggregate amount of up to _______ Preferred Securities having an aggregate Liquidation Amount of up to $__________, _ against receipt of such the aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On _______________ __, ______ 1997, the Depositor, both on its own behalf and on behalf of the Issuer Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative TrusteeAdministrator, on behalf of the Issuer Trust, shall manually execute in accordance with Section 5.2 5.3 and the Property Trustee shall authenticate in accordance with Section 5.3 and deliver to the Underwriters named in the Underwriting Agreement Preferred Underwriters, Firm Securities Certificates, registered in the name of names requested by the nominee of the initial Clearing AgencyUnderwriters, in an aggregate amount of Preferred ____________ Firm Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees by the Property Trustee. At the option of the Underwriters, within 30 days of the date of the Prospectus, and solely for the purpose of covering an over-allotment, if any, an Administrator, on behalf of the Issuer Trust, shall promptly manually execute in accordance with Section 5.3 and the Property Trustee shall authenticate in accordance with Section 5.4 and deliver to the Underwriters, Option Securities Certificates, registered in the names requested by the Underwriters, up to ____________ Option Securities having an aggregate Liquidation Amount of up to $____________, against receipt of the aggregate purchase price of such Option Securities of up to $____________, by the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ 1998, the Depositor, both on its own behalf and on behalf of the Issuer Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative TrusteeAdministrator, on behalf of the Issuer Trust, shall manually execute in accordance with Section 5.2 5.3 and the Property Trustee shall authenticate in accordance with Section 5.3 and deliver to the Underwriters named in the Underwriting Agreement Preferred Underwriters, Firm Securities Certificates, registered in the name of names requested by the nominee of the initial Clearing AgencyUnderwriters, in an aggregate amount of Preferred __________ Firm Securities having an aggregate Liquidation Amount of $__________________, against receipt of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to by the Property Trustee. If there is a Second Time At the option of Deliverythe Underwriters, within 30 days of the date of the Prospectus, and solely for the purpose of covering an over-allotment, if any, an Administrative TrusteeAdministrator, on behalf of the Issuer Trust, shall manually execute in accordance with Section 5.2 5.3 and the Property Trustee shall authenticate in accordance with Section 5.3 and deliver to the Underwriters named in the Underwriting Agreement Underwriters, Option Preferred Securities Certificates, registered in the name of names requested by the nominee of the initial Clearing AgencyUnderwriters, in an aggregate amount of up to _______ Option Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such the aggregate purchase price of such Preferred Option Securities of up to $____________, which amount such Administrative Trustees shall promptly deliver to by the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, _____199_ the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an 16 11 Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of ___________ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to __________ Preferred Securities having an aggregate Liquidation Amount of up to $___________, against receipt of such the aggregate purchase price of such Preferred Securities of $____________equal to the Liquidation Amount thereof, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ , 2001, the DepositorDepositor and an Administrative Trustee, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named deliver, in accordance with the Underwriting Agreement Agreement, a Preferred Securities CertificatesCertificate, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of Preferred Securities having an aggregate Liquidation Amount of $__________________, _ against receipt of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time Contemporaneously with the exercise of Deliverythe Underwriter's Over-Allotment Option, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named deliver, in accordance with the Underwriting Agreement Agreement, a Preferred Securities CertificatesCertificate, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to Preferred Securities having an aggregate Liquidation Amount of $10 for each Preferred Security as to which the option is being exercised, up to $____________, against receipt of such the aggregate purchase price of such Preferred Securities in such Liquidation Amount, which amount such Administrative Trustee shall promptly deliver to the Property Trustee. SECTION 205. ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF JUNIOR SUBORDINATED DEBENTURES. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 502 and deliver to the Depositor a Common Securities Certificate, registered in the name of the Depositor, in an aggregate amount of Common Securities having an aggregate Liquidation Amount of $______________ against payment by the Depositor of such amount. Contemporaneously therewith, which an Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase from the Depositor Junior Subordinated Debentures, registered in the name of the Property Trustee on behalf of the Trust and having an aggregate principal amount equal to $_____________ and, in satisfaction of the purchase price for such Administrative Trustees shall promptly deliver to Junior Subordinated Debentures, the Property Trustee, on behalf of the date specified pursuant Trust, shall deliver to the Underwriting AgreementDepositor the sum of $_______________. Contemporaneously with the exercise of the Underwriter's Over-Allotment Option, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 502 and deliver to the Depositor a Common Securities Certificate, registered in the name of the Depositor, in an aggregate amount of Common Securities having an aggregate Liquidation Amount equal to quotient of the Liquidation Amount of Preferred Securities purchased upon exercise of the option divided by 32.33, rounded up to the nearest $10, up to $_____________ in such Liquidation Amount, against payment by the Depositor of such amount. Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase from the Depositor Junior Subordinated Debentures, registered in the name of the Property Trustee on behalf of the Trust and having an aggregate principal amount equal to the sum of the Liquidation Amount of the Common Securities determined in accordance with the foregoing sentence and the Liquidation Amount of the Preferred Securities purchased upon exercise of the Underwriters' Over-Allotment Option, and, in satisfaction of the purchase price for such Junior Subordinated Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor such sum.

Issuance of the Preferred Securities. On ________________, ______ the The Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with On the execution and delivery of this Trust AgreementClosing Date, an Administrative a Regular Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 5.2, and the Property Trustee shall deliver to the Underwriters named in the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in evidencing an aggregate amount of ___________ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt by the Property Trustee of such the aggregate purchase price of such Preferred Securities of $_________________. In the event that the Underwriters shall exercise their Over- allotment Option, which amount on the Administrative Trustee shall promptly deliver to the Property Trustee. If there is Second Closing Date, a Second Time of Delivery, an Administrative Regular Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 5.2, and the Property Trustee shall deliver to the Underwriters named in the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in evidencing an aggregate amount of up to _______________ Preferred Securities having an aggregate Liquidation Amount of up to $___________, against receipt by the Property Trustee of such the aggregate purchase price of such Preferred Securities in an amount equal to such aggregate Liquidation Amount, all in accordance with the terms of $____________, which amount such Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreementexercise.

Issuance of the Preferred Securities. On ________________[ ], ______ the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of representing ____________________ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time Closing Date as a result of Deliverythe exercise of an over-allotment option pursuant to the Underwriting Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of representing up to __________ Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees shall promptly deliver to the Property TrusteeTrustee in accordance with instructions provided by such Underwriters, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________Contemporaneously with the execution and delivery of this Trust Agreement, ______ the Depositoran Administrative Trustee, on behalf of the Trust Trust, shall execute in accordance with Section 502 and pursuant deliver Preferred Securities Certificates, registered in the name of the Persons entitled thereto, in an aggregate amount of 3,000 shares of Preferred Securities having an aggregate Liquidation Amount of Three Million Dollars ($3,000,000.00) against receipt of the aggregate purchase price of such Preferred Securities of Three Million Dollars ($3,000,000.00), which amount such Administrative Trustee shall promptly deliver to the Original Trust Agreement, executed and delivered the Underwriting AgreementProperty Trustee. SECTION 205. ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF DEBENTURES. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named in the Underwriting Agreement Preferred Depositor, Common Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, Depositor in an aggregate amount of Preferred Ten Thousand (10,000) shares of Common Securities having an aggregate Liquidation Amount of One Hundred Thousand Dollars ($__________________, 100,000.00) against receipt payment by the Depositor of such aggregate purchase price of such Preferred Securities of $_________________amount, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of DeliveryContemporaneously therewith, an Administrative Trustee on behalf of the Trust, shall subscribe to and purchase from the Depositor, Debentures registered in the name of the Property Trustee on behalf of the Trust and having an aggregate principal amount equal to Three Million One Hundred Thousand Dollars ($3,100,000.00) (being the sum of the amounts delivered to the Property Trustee pursuant to (i) the second sentence of Section 204; and (ii) the first sentence of Section 205), and, in satisfaction of the purchase price for such Debentures, the Property Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in Depositor the Underwriting Agreement Preferred Securities Certificates, registered in the name sum of the nominee of the initial Clearing Agency, in an aggregate amount of up to Preferred Securities having an aggregate Liquidation Amount of up to Three Million One Hundred Thousand Dollars ($__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement3,100,000.00).

Issuance of the Preferred Securities. On ________________, ______ the Depositor, on behalf of the Trust and pursuant Pursuant to the Original Trust Agreement, on -----------, 199_, the Depositor on behalf of the Trust executed and delivered the Underwriting Agreement. Contemporaneously Agreement and, contemporaneously with the execution and delivery of this Trust Agreementhereof, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of ----------- Preferred Securities having an aggregate Liquidation Amount of $__________________-----------, against receipt of such aggregate purchase price of such Preferred Securities of $_________________-----------, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to ---------- Preferred Securities having an aggregate Liquidation Amount of up to $__________-----------, against receipt of such the aggregate purchase price of such Preferred Securities of $____________equal to the Liquidation Amount thereof, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ the The Depositor, on behalf of the Trust and pursuant to as successor Trust sponsor under the Original Initial Trust Agreement, has executed and delivered the Underwriting Agreement. Contemporaneously with At the execution and delivery of this Trust AgreementClosing Time, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of 4,000,000 Preferred Securities having an aggregate Liquidation Amount of $__________________100,000,000, against receipt of such aggregate purchase price of such Preferred Securities of $_________________100,000,000, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time On each Date of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to 600,000 Preferred Securities (less such number of Preferred Securities evidenced by Preferred Securities Certificates executed and delivered on any prior Dates of Delivery) having an aggregate Liquidation Amount of up to $__________15,000,000 (less the aggregate Liquidation Amount of any Preferred Securities evidenced by Preferred Securities Certificates executed and delivered on any prior Dates of Delivery), against receipt of such aggregate purchase price of such Preferred Securities of $____________15,000,000 (less the aggregate Liquidation Amount of any Preferred Securities evidenced by Preferred Securities Certificates executed and delivered on any prior Dates of Delivery), which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________------, ______ 1997, the DepositorDepositor and an Administrative Trustee, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing AgencyPersons entitled thereto, in an aggregate amount of --------------- Preferred Securities having an aggregate Liquidation Amount of $__________________, ---------- against receipt of such the aggregate purchase price of such Preferred Securities of $_________________----------, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If the underwriters exercise their Option and there is a Second Time of Deliveryan Option Closing Date (as such terms are defined in the Underwriting Agreement), then an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, additional Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing AgencyPersons entitled thereto, in an aggregate amount of up to ----------- Preferred Securities having an aggregate Liquidation Amount of up to $__________, ---------- against receipt of such the aggregate purchase price of such Preferred Securities of $____________-----------, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ___________January _____, ______ 1997 the DepositorDepositor and an Administrative Trustee, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named in accordance with the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of Preferred Securities having an aggregate Liquidation Amount of $__________________, 11,000,000 against receipt of such the aggregate purchase price of such Preferred Securities of $_________________11,000,000, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time SECTION 205. ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF JUNIOR SUBORDINATED DEBENTURES. Contemporaneously with the execution and delivery of Deliverythis Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named in the Underwriting Agreement Preferred Depositor Common Securities Certificates, registered in the name of the nominee of the initial Clearing AgencyDepositor, in an aggregate amount of up to Preferred Common Securities having an aggregate Liquidation Amount of up $340,200 against payment by the Depositor of such amount. Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase from the Depositor Junior Subordinated Debentures, registered in the name of the Property Trustee on behalf of the Trust and having an aggregate principal amount equal to $__________340,200, against receipt and, in satisfaction of such aggregate the purchase price of for such Preferred Securities of $____________Junior Subordinated Debentures, which amount such Administrative Trustees shall promptly deliver to the Property Trustee, on behalf of the date specified pursuant Trust, shall deliver to the Underwriting AgreementDepositor the sum of $340,200.

Issuance of the Preferred Securities. On ________________January ---, ______ 1997, the DepositorDepositor and an Administrative Trustee, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing AgencyPersons entitled thereto, in an aggregate amount of --------------- Preferred Securities having an aggregate Liquidation Amount of $__________________, ---------- against receipt of such the aggregate purchase price of such Preferred Securities of $_________________----------, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If the underwriters exercise their Option and there is a Second Time of Deliveryan Option Closing Date (as such terms are defined in the Underwriting Agreement), then an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 502 and deliver to the Underwriters named in accordance with the Underwriting Agreement Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing AgencyPersons entitled thereto, in an aggregate amount of up to ----------- Preferred Securities having an aggregate Liquidation Amount of up to $__________, ---------- against receipt of such the aggregate purchase price of such Preferred Securities of $____________-----------, which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On _______________ __, ______ 1997, the Depositor, both on its own behalf and on behalf of the Issuer Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative TrusteeAdministrator, on behalf of the Issuer Trust, shall manually execute in accordance with Section 5.2 5.3 and the Property Trustee shall authenticate in accordance with Section 5.3 and deliver to the Underwriters named in the Underwriting Agreement Preferred Underwriters, Firm Securities Certificates, registered in the name of names requested by the nominee of the initial Clearing AgencyUnderwriters, in an aggregate amount of Preferred _________ Firm Securities having an aggregate Liquidation Amount of $__________________, against receipt of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to by the Property Trustee. If there is a Second Time At the option of Deliverythe Underwriters, within 30 days of the date of the Prospectus, and solely for the purpose of covering an over-allotment, if any, an Administrative TrusteeAdministrator, on behalf of the Issuer Trust, shall manually execute in accordance with Section 5.2 5.3 and the Property Trustee shall authenticate in accordance with Section 5.4 and deliver to the Underwriters named in the Underwriting Agreement Preferred Underwriters, Option Securities Certificates, registered in the name of names requested by the nominee of the initial Clearing AgencyUnderwriters, in an aggregate amount of up to Preferred _________ Option Securities having an aggregate Liquidation Amount of up to $____________, against receipt of such the aggregate purchase price of such Preferred Option Securities of up to $____________, which amount such Administrative Trustees shall promptly deliver to by the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________, ______ the The Depositor, both on its own behalf and on behalf of the Issuer Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Issuer Trust, shall manually execute in accordance with Section Sections 5.2 and 5.3 and the Property Trustee shall deliver to the Underwriters named in underwriters pursuant to the Underwriting Agreement Agreement, Book-Entry Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in evidencing an aggregate amount of 2,200,000 Preferred Securities having an aggregate Liquidation Amount of $__________________22,000,000, against receipt by the Property Trustee of such the aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver 22,000,000. If and to the Property Trustee. If there is a Second Time extent that the underwriters exercise their option under the Underwriting Agreement to purchase up to 300,000 additional Preferred Securities having an aggregate Liquidation Amount of Deliveryup to $3,000,000, then an Administrative Trustee, on behalf of the Issuer Trust, shall manually execute in accordance with Section Sections 5.2 and 5.3 and the Property Trustee shall deliver to the Underwriters named in underwriters pursuant to the Underwriting Agreement Agreement, Book-Entry Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an evidencing the aggregate amount number of up to Preferred Securities having an aggregate Liquidation Amount of up being purchased pursuant to $__________such option, against receipt by the Property Trustee of such the aggregate purchase price of such Preferred Securities equal to the aggregate Liquidation Amount of $such Preferred Securities plus any accumulated distributions thereon from ____________, which amount such Administrative Trustees shall promptly deliver 2002 to the Property Trustee, on the date specified pursuant to the Underwriting Agreementof such delivery and payment.

Issuance of the Preferred Securities. On ________________, ______ the The Depositor, on behalf of the Trust and pursuant to as Trust sponsor under the Original Trust Agreement, has executed and delivered the Underwriting Agreement. Contemporaneously with At the execution and delivery of this Trust AgreementClosing Time, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of ____________ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the such Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time On each Date of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to __________ Preferred Securities (less such number of Preferred Securities evidenced by Preferred Securities Certificates executed and delivered on any prior Dates of Delivery) having an aggregate Liquidation Amount of up to $___________ (less the aggregate Liquidation Amount of any Preferred Securities evidenced by Preferred Securities Certificates executed and delivered on any prior Dates of Delivery), against receipt of such aggregate purchase price of such Preferred Securities of $_____________ (less the aggregate Liquidation Amount of any Preferred Securities evidenced by Preferred Securities Certificates executed and delivered on any prior Dates of Delivery), which amount such Administrative Trustees Trustee shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On ________________[ ], ______ the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of representing _____________________ Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time Closing Date as a result of Deliverythe exercise of an over- allotment option pursuant to the Underwriting Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of representing up to ____________ Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees shall promptly deliver to the Property TrusteeTrustee in accordance with instructions provided by such Underwriters, on the date specified pursuant to the Underwriting Agreement.

Issuance of the Preferred Securities. On _______________ __, ______ the Depositor1998, Success Bancshares, both on its own behalf and on behalf of the Trust and Success Capital pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an the Administrative TrusteeTrustees, on behalf of the TrustSuccess Capital, shall manually execute in accordance with Section 5.2 5.3 and the Property Trustee shall authenticate in accordance with Section 5.3 and deliver to the Underwriters named in the Underwriting Agreement Preferred Underwriters, Firm Securities Certificates, registered in the name of names requested by the nominee of the initial Clearing AgencyUnderwriters, in an aggregate amount of Preferred $____________ Firm Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________, which amount such by the Property Trustee. At the option of the Underwriters, within 30 days of the date of the Prospectus, and solely for the purpose of covering over-allotments, if any, the Administrative Trustees Trustees, on behalf of Success Capital, shall promptly manually execute in accordance with Section 5.3 and the Property Trustee shall authenticate in accordance with Section 5.4 and deliver to the Underwriters, Option Securities Certificates, registered in the names requested by the Underwriters, up to ____________ Option Securities having an aggregate Liquidation Amount of up to $____________, against receipt of the aggregate purchase price of such Option Securities of up to $____________, by the Property Trustee, on the date specified pursuant to the Underwriting Agreement.