Exhibit 10.1









	Exhibit 10.1





	







AMENDED AND
RESTATED TRUST AGREEMENT



among



SIMMONS FIRST
NATIONAL CORPORATION,
as Depositor






DEUTSCHE BANK TRUST
COMPANY AMERICAS,
as Property Trustee






DEUTSCHE BANK TRUST
COMPANY DELAWARE,
as Delaware Trustee



and



THE ADMINISTRATIVE
TRUSTEES NAMED HEREIN
as Administrative Trustees










Dated as of
December 16, 2003






SIMMONS FIRST
CAPITAL TRUST II


























	


TABLE OF CONTENTS



Page









	ARTICLE
I.	 	Defined
Terms	 	1


	 	 	SECTION
1.1.	 	Definitions	 	1





	ARTICLE
II.	 	The
Trust	 	10


	 	 	SECTION
2.1.	 	Name	 	10
	 	 	SECTION
2.2.	 	Office of the
Delaware Trustee; Principal Place of Business	 	10
	 	 	SECTION
2.3.	 	Initial Contribution
of Trust Property; Fees, Costs and Expenses	 	11
	 	 	SECTION
2.4.	 	Purposes of
Trust	 	11
	 	 	SECTION
2.5.	 	Authorization
to Enter into Certain Transactions	 	11
	 	 	SECTION
2.6.	 	Assets of Trust	 	14
	 	 	SECTION
2.7.	 	Title to Trust
Property	 	14





	ARTICLE
III.	 	Payment
Account; Paying Agents	 	14


	 	 	SECTION
3.1.	 	Payment
Account	 	14
	 	 	SECTION
3.2.	 	Appointment
of Paying Agents	 	15





	ARTICLE
IV.	 	Distributions;
Redemption	 	15


	 	 	SECTION
4.1.	 	Distributions	 	15
	 	 	SECTION
4.2.	 	Redemption	 	17
	 	 	SECTION
4.3.	 	Subordination
of Common Securities	 	19
	 	 	SECTION
4.4.	 	Payment Procedures	 	20
	 	 	SECTION
4.5.	 	Withholding
Tax	 	20
	 	 	SECTION
4.6.	 	Tax Returns
and Other Reports	 	21
	 	 	SECTION
4.7.	 	Payment of
Taxes, Duties, Etc. of the Trust	 	21
	 	 	SECTION
4.8.	 	Payments under
Indenture or Pursuant to Direct Actions	 	21
	 	 	SECTION
4.9.	 	Exchanges	 	21
	 	 	SECTION
4.10.	 	Calculation
Agent	 	22
	 	 	SECTION
4.11.	 	Certain Accounting
Matters	 	23





	ARTICLE
V.	 	Securities	 	23


	 	 	SECTION
5.1.	 	Initial
Ownership	 	23
	 	 	SECTION
5.2.	 	Authorized
Trust Securities	 	23
	 	 	SECTION
5.3.	 	Issuance of
the Common Securities; Subscription and Purchase of Notes	 	24
	 	 	SECTION
5.4.	 	The Securities
Certificates	 	24
	 	 	SECTION
5.5.	 	Rights of Holders	 	25
	 	 	SECTION
5.6.	 	Book-Entry
Preferred Securities	 	25
	 	 	SECTION
5.7.	 	Registration
of Transfer and Exchange of Preferred Securities Certificates	 	27
	 	 	SECTION
5.8.	 	Mutilated,
Destroyed, Lost or Stolen Securities Certificates	 	28
	 	 	SECTION
5.9.	 	Persons Deemed
Holders	 	29
	 	 	SECTION
5.10.	 	Cancellation	 	29
	 	 	SECTION
5.11.	 	Ownership of
Common Securities by Depositor	 	29
	 	 	SECTION
5.12.	 	Restricted
Legends	 	30
	 	 	SECTION
5.13.	 	Form of Certificate
of Authentication	 	33




	ARTICLE
VI.	 	Meetings;
Voting; Acts of Holders	 	33


	 	 	SECTION
6.1.	 	Notice
of Meetings	 	33






	


i














	 	 	SECTION
6.2.	 	Meetings of
Holders of the Preferred Securities	 	33
	 	 	SECTION
6.3.	 	Voting Rights	 	34
	 	 	SECTION
6.4.	 	Proxies, Etc	 	34
	 	 	SECTION
6.5.	 	Holder Action
by Written Consent	 	34
	 	 	SECTION
6.6.	 	Record Date
for Voting and Other Purposes	 	34
	 	 	SECTION
6.7.	 	Acts of Holders	 	34
	 	 	SECTION
6.8.	 	Inspection
of Records	 	35
	 	 	SECTION
6.9.	 	Limitations
on Voting Rights	 	36
	 	 	SECTION
6.10.	 	Acceleration
of Maturity; Rescission of Annulment; Waivers of Past Defaults	 	36





	ARTICLE
VII.	 	Representations
and Warranties	 	39


	 	 	SECTION
7.1.	 	Representations
and Warranties of the Property Trustee and the Delaware Trustee	 	 
39
	 	 	SECTION
7.2.	 	Representations
and Warranties of Depositor	 	40





	ARTICLE
VIII.	 	The
Trustees	 	41


	 	 	SECTION
8.1.	 	Number
of Trustees	 	41
	 	 	SECTION
8.2.	 	Property Trustee
Required	 	41
	 	 	SECTION
8.3.	 	Delaware Trustee
Required	 	41
	 	 	SECTION
8.4.	 	Appointment
of Administrative Trustees	 	42
	 	 	SECTION
8.5.	 	Duties and
Responsibilities of the Trustees	 	42
	 	 	SECTION
8.6.	 	Notices of
Defaults and Extensions	 	44
	 	 	SECTION
8.7.	 	Certain Rights
of Property Trustee	 	44
	 	 	SECTION
8.8.	 	Delegation
of Power	 	46
	 	 	SECTION
8.9.	 	May Hold Securities	 	46
	 	 	SECTION
8.10.	 	Compensation;
Reimbursement; Indemnity	 	47
	 	 	SECTION
8.11.	 	Resignation
and Removal; Appointment of Successor	 	48
	 	 	SECTION
8.12.	 	Acceptance
of Appointment by Successor	 	49
	 	 	SECTION
8.13.	 	Merger, Conversion,
Consolidation or Succession to Business	 	49
	 	 	SECTION
8.14.	 	Not Responsible
for Recitals or Issuance of Securities	 	50
	 	 	SECTION
8.15.	 	Property Trustee
May File Proofs of Claim	 	50
	 	 	SECTION
8.16.	 	Reports to
and from the Property Trustee	 	50





	ARTICLE
IX.	 	Termination,
Liquidation and Merger	 	51


	 	 	SECTION
9.1.	 	Dissolution
Upon Expiration Date	 	51
	 	 	SECTION
9.2.	 	Early Termination	 	51
	 	 	SECTION
9.3.	 	Termination	 	52
	 	 	SECTION
9.4.	 	Liquidation	 	52
	 	 	SECTION
9.5.	 	Mergers, Consolidations,
Amalgamations or Replacements of Trust	 	53





	ARTICLE
X.	 	Miscellaneous
Provisions	 	54


	 	 	SECTION
10.1.	 	Limitation
of Rights of Holders	 	54
	 	 	SECTION
10.2.	 	Agreed Tax
Treatment of Trust and Trust Securities	 	55
	 	 	SECTION
10.3.	 	Amendment	 	55
	 	 	SECTION
10.4.	 	Separability	 	56
	 	 	SECTION
10.5.	 	Governing Law	 	56
	 	 	SECTION
10.6.	 	Successors	 	57
	 	 	SECTION
10.7.	 	Headings	 	57
	 	 	SECTION
10.8.	 	Reports, Notices
and Demands	 	57
	 	 	SECTION
10.9.	 	Agreement Not
to Petition	 	58






	


ii














	Exhibit A	 	Certificate of Trust of Simmons First Capital Trust II	 
	Exhibit B	 	Form of Common Securities Certificate	 
	Exhibit C	 	Form of Preferred Securities Certificate	 
	Exhibit D	 	Junior Subordinated Indenture	 
	Exhibit E	 	Form of Transferee Certificate to be Executed by Transferees other than QIBs	 
	Exhibit F	 	Form of Transferee Certificate to be Executed by QIBs	 
	Exhibit G	 	Form of Officer’s Certificate	 
	Schedule A	 	Calculation of LIBOR	 






	


iii















	


        AMENDED
AND RESTATED TRUST AGREEMENT, dated as of December 16, 2003, among (i) Simmons
First National Corporation, an Arkansas corporation (including any successors or
permitted assigns, the “Depositor”), (ii) Deutsche Bank Trust Company
Americas, a New York banking corporation, as property trustee (in such capacity,
the “Property Trustee”), (iii) Deutsche Bank Trust Company Delaware, a
Delaware banking corporation, as Delaware trustee (in such capacity, the
“Delaware Trustee”), (iv) J. Thomas May, an individual, Barry L. Crow,
an individual, and Bob Fehlman, an individual, each of whose address is c/o
Simmons First National Corporation, P.O. Box 7009, Pine Bluff, Arkansas 71611,
as administrative trustees (in such capacities, each an “Administrative
Trustee” and, collectively, the “Administrative Trustees” and,
together with the Property Trustee and the Delaware Trustee, the
“Trustees”) and (v) the several Holders, as hereinafter defined.



WITNESSETH



        WHEREAS,
the Depositor, the Property Trustee and the Delaware Trustee have heretofore
created a Delaware statutory trust pursuant to the Delaware Statutory Trust Act
by entering into a Trust Agreement, dated as of December 12, 2003 (the
“Original Trust Agreement”), and by executing and filing with the
Secretary of State of the State of Delaware the Certificate of Trust,
substantially in the form attached as Exhibit A; and



        WHEREAS,
the Depositor and the Trustees desire to amend and restate the Original Trust
Agreement in its entirety as set forth herein to provide for, among other
things, (i) the issuance of the Common Securities by the Trust to the Depositor,
(ii) the issuance and sale of the Preferred Securities by the Trust pursuant to
the Subscription Agreement and (iii) the acquisition by the Trust from the
Depositor of all of the right, title and interest in and to the Notes;



        NOW,
THEREFORE, in consideration of the agreements and obligations set forth herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, each party, for the benefit of the other parties
and for the benefit of the Holders, hereby amends and restates the Original
Trust Agreement in its entirety and agrees as follows:



ARTICLE I.



DEFINED
TERMS



        SECTION
1.1.     Definitions.



        For
all purposes of this Trust Agreement, except as otherwise expressly provided or
unless the context otherwise requires:










	 	        (a)
the terms  defined in this Article I have the meanings  assigned to them in this
Article I;






	 	        (b)
the words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”;






	














	 	        (c)
all accounting terms used but not defined herein have the meanings assigned to them in
accordance with United States generally accepted accounting principles;






	 	        (d)
unless the context otherwise requires, any reference to an “Article”, a
“Section”, a “Schedule” or an “Exhibit” refers to an
Article, a Section, a Schedule or an Exhibit, as the case may be, of or to this Trust
Agreement;






	 	        (e)
the words “hereby”, “herein”, “hereof” and
“hereunder” and other words of similar import refer to this Trust Agreement as a
whole and not to any particular Article, Section or other subdivision;






	 	        (f)
a reference to the singular includes the plural and vice versa; and






	 	        (g) the
masculine, feminine or neuter genders used herein shall include the masculine, feminine
and neuter genders.






	


        “Act”
has the meaning specified in Section 6.7(a).



        “Additional
Interest” has the meaning specified in Section 1.1 of the Indenture.



        “Additional Interest
Amount” means, with respect to Trust Securities of a given Liquidation
Amount and/or a given period, the amount of Additional Interest paid by the
Depositor on a Like Amount of Notes for such period.



        “Additional
Taxes” has the meaning specified in Section 1.1 of the Indenture.



        “Additional Tax
Sums” has the meaning specified in Section 10.5 of the Indenture.



        “Administrative Trustee”
means each of the Persons identified as an “Administrative Trustee” in
the preamble to this Trust Agreement, solely in each such Person’s capacity
as Administrative Trustee of the Trust and not in such Person’s individual
capacity, or any successor Administrative Trustee appointed as herein provided.



        “Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to
the foregoing.



        “Applicable
Depositary Procedures” means, with respect to any transfer or transaction
involving a Book-Entry Preferred Security, the rules and procedures of the
Depositary for such Book-Entry Preferred Security, in each case to the extent
applicable to such transaction and as in effect from time to time.



        “Bankruptcy
Event” means, with respect to any Person:



2















	 	        (a)
the entry of a decree or order by a court having jurisdiction in the premises (i) judging
such Person a bankrupt or insolvent, (ii) approving as properly filed a petition seeking
reorganization, arrangement, adjudication or composition of or in respect of such Person
in an involuntary case under any applicable Federal or state bankruptcy, insolvency,
reorganization or other similar law, (iii) appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of such Person or of any
substantial part of its property or (iv) ordering the winding up or liquidation of its
affairs, and the continuance of any such decree or order unstayed and in effect for a
period of sixty (60) consecutive days; or






	 	        (b)
the institution by such Person of proceedings to be adjudicated a bankrupt or insolvent,
or the consent by it to the institution of bankruptcy or insolvency proceedings against
it, or the filing by it of a petition or answer or consent seeking reorganization or
relief under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law, or the consent by it to the filing of any such petition or to the
appointment of a custodian, receiver, liquidator, assignee, trustee, sequestrator or
similar official of such Person or of any substantial part of its property, or the making
by it of an assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due and its willingness to be
adjudicated a bankrupt or insolvent, or the taking of corporate action by such Person in
furtherance of any such action.






	


        “Bankruptcy
Laws” means all Federal and state bankruptcy, insolvency, reorganization
and other similar laws, including the United States Bankruptcy Code.



        “Book-Entry
Preferred Security” means a Preferred Security, the ownership and transfers
of which shall be made through book entries by a Depositary.



        “Business
Day” means a day other than (a) a Saturday or Sunday, (b) a day on which
banking institutions in the City of New York are authorized or required by law
or executive order to remain closed or (c) a day on which the Corporate Trust
Office is closed for business.



        “Calculation
Agent” has the meaning specified in Section 4.10 (a).



        “Capital
Disqualification Event” has the meaning specified in Section 1.1 of
the Indenture.



        “Closing
Date” has the meaning specified in the Placement Agreement.



        “Code”
means the United States Internal Revenue Code of 1986, as amended.



        “Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act or, if at any time after the execution of this
Trust Agreement such Commission is not existing and performing the duties
assigned to it, then the body performing such duties at such time.



        “Common
Securities Certificate” means a certificate evidencing ownership of Common
Securities, substantially in the form attached as Exhibit B.



3















	


        “Common
Security” means an undivided beneficial interest in the assets of the
Trust, having a Liquidation Amount of $1,000 and having the rights provided
therefor in this Trust Agreement.



        “Corporate
Trust Office” means the principal office of the Property Trustee at which
any particular time its corporate trust business shall be administered, which
office at the date of this Trust Agreement is located at 60 Wall Street, New
York, New York 10005-2858, Attention: Corporate Trust and Agency Services.



        “Definitive
Preferred Securities Certificates” means Preferred Securities issued in
certificated, fully registered form that are not Global Preferred Securities.



        “Delaware
Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12
Del. Code § 3801 et seq., or any successor statute thereto, in each case as
amended from time to time.



        “Delaware
Trustee” means the Person identified as the “Delaware Trustee” in
the preamble to this Trust Agreement, solely in its capacity as Delaware Trustee
of the Trust and not in its individual capacity, or its successor in interest in
such capacity, or any successor Delaware Trustee appointed as herein provided.



        “Depositary”
means an organization registered as a clearing agency under the Exchange Act
that is designated as Depositary by the Depositor or any successor thereto. DTC
will be the initial Depositary.



        “Depositary
Participant” means a broker, dealer, bank, other financial institution or
other Person for whom from time to time the Depositary effects book-entry
transfers and pledges of securities deposited with the Depositary.



        “Depositor”
has the meaning specified in the preamble to this Trust Agreement and any
successors and permitted assigns.



        “Depositor
Affiliate” has the meaning specified in Section 4.9(a).



        “Distribution
Date” has the meaning specified in Section 4.1(a)(i).



        “Distributions”
means amounts payable in respect of the Trust Securities as provided in
Section 4.1.



        “DTC”
means The Depository Trust Company or any successor thereto.



        “Early
Termination Event” has the meaning specified in Section 9.2.



        “Event of
Default” means any one of the following events (whatever the reason for
such event and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):



4















	 	        (a)
the occurrence of a Note Event of Default; or






	 	        (b) default
by the Trust in the payment of any Distribution when it becomes due and payable, and
continuation of such default for a period of thirty (30) days; or






	 	        (c)
default by the Trust in the payment of any Redemption Price of any Trust Security when it
becomes due and payable; or






	 	        (d)
default in the performance, or breach, in any material respect of any covenant or warranty
of the Trustees in this Trust Agreement (other than those specified in clause (b) or (c)
above) and continuation of such default or breach for a period of thirty (30) days after
there has been given, by registered or certified mail, to the Trustees and to the
Depositor by the Holders of at least twenty five percent (25%) in aggregate Liquidation
Amount of the Outstanding Preferred Securities a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is a “Notice of
Default” hereunder; or






	 	        (e)
the occurrence of a Bankruptcy Event with respect to the Property Trustee if a successor
Property Trustee has not been appointed within ninety (90) days thereof.






	


        “Exchange
Act” means the Securities Exchange Act of 1934, and any successor statute
thereto, in each case as amended from time to time.



        “Expiration
Date” has the meaning specified in Section 9.1.



        “Extension
Period” has the meaning specified in Section 4.1(a)(ii).



        “Federal
Reserve” means the Board of Governors of the Federal Reserve System, the
staff thereof, or a Federal Reserve Bank, acting through delegated authority, in
each case under the rules, regulations and policies of the Federal Reserve
System, or if at any time after the execution of this Trust Agreement any such
entity is not existing and performing the duties now assigned to it , any
successor body performing similar duties or functions.



        “Fiscal
Year” shall be the fiscal year of the Trust, which shall be the calendar
year, or such other period as is required by the Code.



        “Global
Preferred Security” means a Preferred Securities Certificate evidencing
ownership of Book-Entry Preferred Securities.



        “Guarantee
Agreement” means the Guarantee Agreement executed and delivered by the
Depositor and Deutsche Bank Trust Company Americas, as guarantee trustee,
contemporaneously with the execution and delivery of this Trust Agreement for
the benefit of the holders of the Preferred Securities, as amended from time to
time.



        “Holder”
means a Person in whose name a Trust Security or Trust Securities are registered
in the Securities Register; any such Person shall be a beneficial owner within
the meaning of the Delaware Statutory Trust Act.



5















	


        “Indemnified
Person” has the meaning specified in Section 8.10(c).



        “Indenture”
means the Junior Subordinated Indenture executed and delivered by the Depositor
and the Note Trustee contemporaneously with the execution and delivery of this
Trust Agreement, for the benefit of the holders of the Notes, a copy of which is
attached hereto as Exhibit D, as amended or supplemented from time to
time.



        “Indenture
Redemption Price” has the meaning specified in Section 4.2(c).



        “Interest
Payment Date” has the meaning specified in Section 1.1 of the
Indenture.



        “Investment
Company Act” means the Investment Company Act of 1940, or any successor
statute thereto, in each case as amended from time to time.



        “Investment
Company Event” has the meaning specified in Section 1.1 of the
Indenture.



        “LIBOR”
has the meaning specified in Schedule A.



        “LIBOR
Business Day” has the meaning specified in Schedule A.



        “LIBOR Determination
Date” has the meaning specified in Schedule A.



        “Lien”
means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse
ownership interest, hypothecation, assignment, security interest or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever.



        “Like
Amount” means (a) with respect to a redemption of any Trust Securities,
Trust Securities having a Liquidation Amount equal to the principal amount of
Notes to be contemporaneously redeemed or paid at maturity in accordance with
the Indenture, the proceeds of which will be used to pay the Redemption Price of
such Trust Securities, (b) with respect to a distribution of Notes to Holders of
Trust Securities in connection with a dissolution of the Trust, Notes having a
principal amount equal to the Liquidation Amount of the Trust Securities of the
Holder to whom such Notes are distributed and (c) with respect to any
distribution of Additional Interest Amounts to Holders of Trust Securities,
Notes having a principal amount equal to the Liquidation Amount of the Trust
Securities in respect of which such distribution is made.



        “Liquidation
Amount” means the stated amount of $1,000 per Trust Security.



        “Liquidation Date”
means the date on which assets are to be distributed to Holders in accordance
with Section 9.4(a) hereunder following dissolution of the Trust.



        “Liquidation
Distribution” has the meaning specified in Section 9.4(d).



        “Majority
in Liquidation Amount of the Preferred Securities” means Preferred
Securities representing more than fifty percent (50%) of the aggregate
Liquidation Amount of all (or a specified group of) then Outstanding Preferred
Securities.



6















	


        “Note
Event of Default” means any “Event of Default” specified in
Section 5.1 of the Indenture.



        “Note
Redemption Date” means, with respect to any Notes to be redeemed under the
Indenture, the date fixed for redemption of such Notes under the Indenture.



        “Note
Trustee” means the Person identified as the “Trustee” in the
Indenture, solely in its capacity as Trustee pursuant to the Indenture and not
in its individual capacity, or its successor in interest in such capacity, or
any successor Trustee appointed as provided in the Indenture.



        “Notes”
means the Depositor’s Floating Rate Junior Subordinated Notes issued
pursuant to the Indenture.



        “Office
of Thrift Supervision” means the Office of Thrift Supervision, as from time
to time constituted or, if at any time after the execution of this Trust
Agreement such Office is not existing and performing the duties now assigned to
it, then the body performing such duties at such time.



        “Officers’
Certificate” means a certificate signed by the Chief Executive Officer, the
President or an Executive Vice President, and by the Chief Financial Officer,
Treasurer or an Assistant Treasurer, of the Depositor, and delivered to the
Trustees. Any Officers’ Certificate delivered with respect to compliance
with a condition or covenant provided for in this Trust Agreement (other than
the Officers’ Certificate provided pursuant to Section 8.16(a))
shall include:










	 	        (a)
a statement by each officer signing the Officers’ Certificate that such officer has
read the covenant or condition and the definitions relating thereto;






	 	        (b)
a brief statement of the nature and scope of the examination or investigation undertaken
by such officer in rendering the Officers’ Certificate;






	 	        (c)
a statement that such officer has made such examination or investigation as, in such
officer’s opinion, is necessary to enable such officer to express an informed opinion
as to whether or not such covenant or condition has been complied with; and






	 	        (d)
a statement as to whether, in the opinion of such officer, such condition or covenant has
been complied with.






	


        “Operative
Documents” means the Placement Agreement, the Indenture, the Trust
Agreement, the Guarantee Agreement, the Subscription Agreement, the Notes and
the Trust Securities.



        “Opinion
of Counsel” means a written opinion of counsel, who may also be counsel
for, or an employee of, the Depositor or any Affiliate of the Depositor.



        “Original
Issue Date” means the date of original issuance of the Trust Securities.



7















	


        “Original Trust
Agreement” has the meaning specified in the recitals to this Trust
Agreement.



        “Outstanding”,
when used with respect to any Trust Securities, means, as of the date of
determination, all Trust Securities theretofore executed and delivered under
this Trust Agreement, except:










	 	        (a)
Trust Securities theretofore canceled by the Property Trustee or delivered to the Property
Trustee for cancellation;






	 	        (b)
Trust Securities for which payment or redemption money in the necessary amount has been
theretofore deposited with the Property Trustee or any Paying Agent in trust for the
Holders of such Trust Securities; provided, that if such Trust Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this Trust Agreement;
and






	 	        (c)
Trust Securities that have been paid or in exchange for or in lieu of which other Trust
Securities have been executed and delivered pursuant to the provisions of this Trust
Agreement, unless proof satisfactory to the Property Trustee is presented that any such
Trust Securities are held by Holders in whose hands such Trust Securities are valid, legal
and binding obligations of the Trust;






	


provided,
that in determining whether the Holders of the requisite Liquidation Amount of
the Outstanding Preferred Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Preferred
Securities owned by the Depositor, any Trustee or any Affiliate of the Depositor
or of any Trustee shall be disregarded and deemed not to be Outstanding, except
that (i) in determining whether any Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Preferred Securities that such Trustee knows to be so owned shall be so
disregarded and (ii) the foregoing shall not apply at any time when all of the
Outstanding Preferred Securities are owned by the Depositor, one or more of the
Trustees and/or any such Affiliate. Preferred Securities so owned that have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Administrative Trustees the pledgee’s right so
to act with respect to such Preferred Securities and that the pledgee is not the
Depositor, any Trustee or any Affiliate of the Depositor or of any Trustee.



        “Owner”
means each Person who is the beneficial owner of Book-Entry Preferred Securities
as reflected in the records of the Depositary or, if a Depositary Participant is
not the beneficial owner, then the beneficial owner as reflected in the records
of the Depositary Participant.



        “Paying
Agent” means any Person authorized by the Administrative Trustees to pay
Distributions or other amounts in respect of any Trust Securities on behalf of
the Trust.



        “Payment
Account” means a segregated non-interest-bearing corporate trust account
maintained by the Property Trustee for the benefit of the Holders in which all
amounts paid in respect of the Notes will be held and from which the Property
Trustee, through the Paying Agent, shall make payments to the Holders in
accordance with Sections 3.1, 4.1 and 4.2.



8















	


        “Person”
means a legal person, including any individual, corporation, estate,
partnership, joint venture, association, joint stock company, company, limited
liability company, trust, unincorporated association or government, or any
agency or political subdivision thereof, or any other entity of whatever nature.



        “Placement
Agreement” means the Placement Agreement, dated as of December 16, 2003,
executed and delivered by the Trust, the Depositor and Credit Suisse First
Boston LLC, as placement agent.



        “Preferred
Security” means an undivided beneficial interest in the assets of the
Trust, having a Liquidation Amount of $1,000 and having the rights provided
therefor in this Trust Agreement.



        “Preferred
Securities Certificate” means a certificate evidencing ownership of
Preferred Securities, substantially in the form attached as Exhibit C.



        “Property
Trustee” means the Person identified as the “Property Trustee” in
the preamble to this Trust Agreement, solely in its capacity as Property Trustee
of the Trust and not in its individual capacity, or its successor in interest in
such capacity, or any successor Property Trustee appointed as herein provided.



        “Purchaser”
means Credit Suisse First Boston, acting through its Cayman Islands branch, as
purchaser of the Preferred Securities pursuant to the Subscription Agreement.



        “QIB”
means a “qualified institutional buyer” as defined in Rule 144A under
the Securities Act.



        “Redemption
Date” means, with respect to any Trust Security to be redeemed, the date
fixed for such redemption by or pursuant to this Trust Agreement; provided, that
each Note Redemption Date and the stated maturity (or any date of principal
repayment upon early maturity) of the Notes shall be a Redemption Date for a
Like Amount of Trust Securities.



        “Redemption
Price” means, with respect to any Trust Security, the Liquidation Amount of
such Trust Security, plus accumulated and unpaid Distributions to the Redemption
Date, plus the related amount of the premium, if any, paid by the Depositor upon
the concurrent redemption or payment at maturity of a Like Amount of Notes.



        “Reference
Banks” has the meaning specified in Schedule A.



        “Responsible
Officer” means, with respect to the Property Trustee, any Senior Vice
President, any Vice President, any Assistant Vice President, the Secretary, any
Assistant Secretary, the Treasurer, any Assistant Treasurer, any Trust Officer
or Assistant Trust Officer or any other officer of the Corporate Trust
Department of the Property Trustee and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of that officer’s knowledge of and familiarity with the particular
subject.



        “Securities
Act” means the Securities Act of 1933, and any successor statute thereto,
in each case as amended from time to time.



9















	


        “Securities
Certificate” means any one of the Common Securities  Certificates or the Preferred
Securities  Certificates.



        “Securities
Register” and “Securities Registrar” have the respective meanings
specified in Section 5.7(a).



        “Subscription
Agreement” means the Preferred Securities Subscription Agreement, dated as
of December 16, 2003, by and among the Company, the Trust, the Purchaser and
Credit Suisse First Boston LLC (as to certain provisions thereof).



        “Successor
Securities” has the meaning specified in Section 9.5(a).



        “Tax
Event” has the meaning specified in Section 1.1 of the Indenture.



        “Trust”
means the Delaware statutory trust known as “Simmons First Capital Trust
II,” which was created on December 12, 2003, under the Delaware Statutory
Trust Act pursuant to the Original Trust Agreement and the filing of the
Certificate of Trust, and continued pursuant to this Trust Agreement.



        “Trust
Agreement” means this Amended and Restated Trust Agreement, including all
Schedules and Exhibits, as the same may be modified, amended or supplemented
from time to time in accordance with the applicable provisions hereof.



        “Trustees”
means the Administrative Trustees, the Property Trustee and the Delaware
Trustee, each as defined in this Article I.



        “Trust
Property” means (a) the Notes, (b) any cash on deposit in, or owing to, the
Payment Account and (c) all proceeds and rights in respect of the foregoing and
any other property and assets for the time being held or deemed to be held by
the Property Trustee pursuant to the trusts of this Trust Agreement.



        “Trust
Security” means any one of the Common Securities or the Preferred
Securities.



ARTICLE II.



THE TRUST



        SECTION
2.1.     Name.



        The
trust continued hereby shall be known as “Simmons First Capital Trust
II,” as such name may be modified from time to time by the Administrative
Trustees following written notice to the Holders of Trust Securities and the
other Trustees, in which name the Trustees may conduct the business of the
Trust, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued.



10















	


        SECTION
2.2.     Office of the Delaware Trustee; Principal Place of Business.



        The
address of the Delaware Trustee in the State of Delaware is 1011 Centre Road,
Second Floor, Wilmington, Delaware 19805, Attention: Corporate Trust and Agency
Services, or such other address in the State of Delaware as the Delaware Trustee
may designate by written notice to the Holders, the Depositor, the Property
Trustee and the Administrative Trustees. The principal executive office of the
Trust is c/o Simmons First National Corporation, P.O. Box 7009, Pine Bluff,
Arkansas 71611, Attention: Executive Vice President and Chief Financial Officer,
as such address may be changed from time to time by the Administrative Trustees
following written notice to the Holders and the other Trustees.



        SECTION
2.3.     Initial Contribution of Trust Property; Fees, Costs and Expenses.



        The
Property Trustee acknowledges receipt from the Depositor in connection with the
Original Trust Agreement of the sum of ten dollars ($10), which constituted the
initial Trust Property. The Depositor shall pay all fees, costs and expenses of
the Trust (except with respect to the Trust Securities) as they arise or shall,
upon request of any Trustee, promptly reimburse such Trustee for any such fees,
costs and expenses paid by such Trustee. The Depositor shall make no claim upon
the Trust Property for the payment of such fees, costs or expenses.



        SECTION
2.4.     Purposes of Trust.



        (a)
The exclusive purposes and functions of the Trust are to (i) issue and sell
Trust Securities and use the proceeds from such sale to acquire the Notes and
(ii) engage in only those activities necessary or incidental thereto. The
Delaware Trustee, the Property Trustee and the Administrative Trustees are
trustees of the Trust, and have all the rights, powers and duties to the extent
set forth herein. The Trustees hereby acknowledge that they are trustees of the
Trust.



        (b)
So long as this Trust Agreement remains in effect, the Trust (or the Trustees
acting on behalf of the Trust) shall not undertake any business, activities or
transaction except as expressly provided herein or contemplated hereby. In
particular, the Trust (or the Trustees acting on behalf of the Trust) shall not
(i) acquire any investments or engage in any activities not authorized by this
Trust Agreement, (ii) sell, assign, transfer, exchange, mortgage, pledge,
set-off or otherwise dispose of any of the Trust Property or interests therein,
including to Holders, except as expressly provided herein, (iii) incur any
indebtedness for borrowed money or issue any other debt, (iv) take or consent to
any action that would result in the placement of a Lien on any of the Trust
Property, (v) take or consent to any action that would reasonably be expected to
cause the Trust to become taxable as a corporation or classified as other than a
grantor trust for United States federal income tax purposes, (vi) take or
consent to any action that would cause the Notes to be treated as other than
indebtedness of the Depositor for United States federal income tax purposes or
(vii) take or consent to any action that would cause the Trust to be deemed to
be an “investment company” required to be registered under the
Investment Company Act.



        SECTION
2.5.     Authorization to Enter into Certain Transactions.



        (a)
The Trustees shall conduct the affairs of the Trust in accordance with and
subject to the terms of this Trust Agreement. In accordance with the following
provisions (i) and (ii), the Trustees shall have the authority to enter into all
transactions and agreements determined by the Trustees to be appropriate in
exercising the authority, express or implied, otherwise granted to the Trustees,
under this Trust Agreement, and to perform all acts in furtherance thereof,
including the following:



11















	 	        (i)
As among the Trustees, each Administrative Trustee shall severally have the power and
authority to act on behalf of the Trust with respect to the following matters:






	 	        (A)
the issuance and sale of the Trust Securities;






	 	        (B)
to cause the Trust to enter into, and to execute, deliver and perform on behalf of the
Trust, such agreements as may be necessary or desirable in connection with the purposes
and function of the Trust, including, without limitation, the Placement Agreement, the
Subscription Agreement, a common securities subscription agreement and a junior
subordinated note subscription agreement;






	 	        (C)
assisting in the sale of the Preferred Securities in one or more transactions exempt from
registration under the Securities Act, and in compliance with applicable state securities
or blue sky laws;






	 	        (D)
acquiring the Notes with the proceeds of the Sale of the Trust Securities; provided,
however that the Administrative Trustees shall cause legal title to the Notes to be held
of record in the name of the Property Trustee.






	 	        (E)
assisting in the sending of notices (other than notices of default) and other information
regarding the Trust Securities and the Notes to the Holders in accordance with this Trust
Agreement;






	 	        (F)
the appointment of a Paying Agent and Securities Registrar in accordance with this Trust
Agreement;






	 	        (G)
execution of the Trust Securities on behalf of the Trust in accordance with this Trust
Agreement;






	 	        (H)
execution and delivery of closing certificates, if any, pursuant to the Placement
Agreement and  application for a taxpayer identification number for the Trust;






	 	        (I)
preparation and filing of all applicable tax returns and tax information reports that are
required to be  filed on behalf of the Trust;






	 	        (J)
establishing a record date with respect to all actions to be taken hereunder that require
a record date to be established, except as provided in Section 6.10(a);






	 	        (K)
unless otherwise required by the Delaware Statutory Trust Act to execute on behalf of the
Trust (either acting alone or together with the other Administrative Trustees) any
documents that such Administrative Trustee has the power to execute pursuant to this Trust
Agreement; and






	


12















	 	        (L)
the taking of any action incidental to the foregoing as such Administrative Trustee may
from time to time determine is necessary or advisable to give effect to the terms of this
Trust Agreement.






	 	        (ii)
As among the Trustees, the Property Trustee shall have the power, duty and authority to
act on behalf of the Trust with respect to the following matters:






	 	        (A)
the receipt and holding of legal title of the Notes;






	 	        (B)
the establishment of the Payment Account;






	 	        (C)
the collection of interest, principal and any other payments made in respect of the Notes
and the  holding of such amounts in the Payment Account;






	 	        (D)
the distribution through the Paying Agent of amounts distributable to the Holders in
respect of the  Trust Securities;






	 	        (E)
the exercise of all of the rights, powers and privileges of a holder of the Notes in
accordance with the  terms of this Trust Agreement;






	 	        (F)
the sending of notices of default and other information regarding the Trust Securities
and  the Notes to the Holders in accordance with this Trust Agreement;






	 	        (G)
the distribution of the Trust Property in accordance with the terms of this Trust
Agreement;






	 	        (H)
to the extent provided in this Trust Agreement, the winding up of the affairs of and
liquidation of the Trust and the preparation, execution and filing of the certificate of
cancellation of the Trust with the Secretary of State of the State of Delaware; and






	 	        (I)
the taking of any action incidental to the foregoing as the Property Trustee may from
time  to time determine is necessary or advisable to give effect to the terms of this
Trust  Agreement and protect and conserve the Trust Property for the benefit of the
Holders  (without consideration of the effect of any such action on any particular
Holder).






	


        (b)
In connection with the issue and sale of the Preferred Securities, the Depositor
shall have the right and responsibility to assist the Trust with respect to, or
effect on behalf of the Trust, the following (and any actions taken by the
Depositor in furtherance of the following prior to the date of this Trust
Agreement are hereby ratified and confirmed in all respects):










	 	        (i)
the negotiation of the terms of, and the execution and delivery of, the Placement
Agreement providing for the sale of the Preferred Securities in one or more transactions
exempt from registration under the Securities Act, and in compliance with applicable state
securities or blue sky laws; and






	


13















	 	        (ii)
the taking of any other actions necessary or desirable to carry out any of the foregoing
activities.






	


        (c)
Notwithstanding anything herein to the contrary, the Administrative Trustees are
authorized and directed to conduct the affairs of the Trust and to operate the
Trust so that the Trust will not be taxable as a corporation or classified as
other than a grantor trust for United States federal income tax purposes, so
that the Notes will be treated as indebtedness of the Depositor for United
States federal income tax purposes and so that the Trust will not be deemed to
be an “investment company” required to be registered under the
Investment Company Act. In this connection, each Administrative Trustee is
authorized to take any action, not inconsistent with applicable law, the
Certificate of Trust or this Trust Agreement, that such Administrative Trustee
determines in his or her discretion to be necessary or desirable for such
purposes, as long as such action does not adversely affect in any material
respect the interests of the Holders of the Outstanding Preferred Securities. In
no event shall the Administrative Trustees be liable to the Trust or the Holders
for any failure to comply with this Section 2.5 to the extent that such
failure results solely from a change in law or regulation or in the
interpretation thereof.



        (d)
Any action taken by a Trustee in accordance with its powers shall constitute the
act of and serve to bind the Trust. In dealing with any Trustee acting on behalf
of the Trust, no Person shall be required to inquire into the authority of such
Trustee to bind the Trust. Persons dealing with the Trust are entitled to rely
conclusively on the power and authority of any Trustee as set forth in this
Trust Agreement.



        SECTION
2.6.     Assets of Trust.



        The
assets of the Trust shall consist of the Trust Property.



        SECTION
2.7.     Title to Trust Property.



        (a) Legal
title to all Trust Property shall be vested at all times in the Property Trustee
and shall be held and administered by the Property Trustee in trust for the
benefit of the Trust and the Holders in accordance with this Trust Agreement.



        (b)
The Holders shall not have any right or title to the Trust Property other than
the undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement.



14















	


ARTICLE III.



PAYMENT
ACCOUNT; PAYING AGENTS



        SECTION
3.1.     Payment Account.



        (a)
On or prior to the Closing Date, the Property Trustee shall establish the
Payment Account. The Property Trustee and the Paying Agent shall have exclusive
control and sole right of withdrawal with respect to the Payment Account for the
purpose of making deposits in and withdrawals from the Payment Account in
accordance with this Trust Agreement. All monies and other property deposited or
held from time to time in the Payment Account shall be held by the Property
Trustee in the Payment Account for the exclusive benefit of the Holders and for
Distribution as herein provided.



        (b)
The Property Trustee shall deposit in the Payment Account, promptly upon
receipt, all payments of principal of or interest on, and any other payments
with respect to, the Notes. Amounts held in the Payment Account shall not be
invested by the Property Trustee pending distribution thereof.



        SECTION
3.2.     Appointment of Paying Agents.



        The
Paying Agent shall initially be the Property Trustee. The Paying Agent shall
make Distributions to Holders from the Payment Account and shall report the
amounts of such Distributions to the Property Trustee and the Administrative
Trustees. Any Paying Agent shall have the revocable power to withdraw funds from
the Payment Account solely for the purpose of making the Distributions referred
to above. The Administrative Trustees may revoke such power and remove the
Paying Agent in their sole discretion. Any Person acting as Paying Agent shall
be permitted to resign as Paying Agent upon thirty (30) days’ written
notice to the Administrative Trustees and the Property Trustee. If the Property
Trustee shall no longer be the Paying Agent or a successor Paying Agent shall
resign or its authority to act be revoked, the Administrative Trustees shall
appoint a successor (which shall be a bank or trust company) to act as Paying
Agent. Such successor Paying Agent appointed by the Administrative Trustees
shall execute and deliver to the Trustees an instrument in which such successor
Paying Agent shall agree with the Trustees that as Paying Agent, such successor
Paying Agent will hold all sums, if any, held by it for payment to the Holders
in trust for the benefit of the Holders entitled thereto until such sums shall
be paid to such Holders. The Paying Agent shall return all unclaimed funds to
the Property Trustee and upon removal of a Paying Agent such Paying Agent shall
also return all funds in its possession to the Property Trustee. The provisions
of Article VIII shall apply to the Property Trustee also in its role as
Paying Agent, for so long as the Property Trustee shall act as Paying Agent and,
to the extent applicable, to any other Paying Agent appointed hereunder. Any
reference in this Trust Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.



15















	


ARTICLE IV.



DISTRIBUTIONS;
REDEMPTION



        SECTION
4.1.     Distributions.



        (a)
The Trust Securities represent undivided beneficial interests in the Trust
Property, and Distributions (including any Additional Interest Amounts) will be
made on the Trust Securities at the rate and on the dates that payments of
interest (including any Additional Interest) are made on the Notes. Accordingly:










	 	        (i)
Distributions on the Trust Securities shall be cumulative, and shall accumulate whether or
not there are funds of the Trust available for the payment of Distributions. Distributions
shall accumulate from December 16, 2003, and, except as provided in clause (ii) below,
shall be payable quarterly in arrears on March 30th, June 30th,
September 30th and December 30th of each year, commencing on March
30, 2004. If any date on which a Distribution is otherwise payable on the Trust Securities
is not a Business Day, then the payment of such Distribution shall be made on the next
succeeding Business Day (and no interest shall accrue in respect of the amounts whose
payment is so delayed for the period from and after each such date until the next
succeeding Business Day), except that, if such Business Day falls in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business Day, in
each case, with the same force and effect as if made on such date (each date on which
Distributions are payable in accordance with this Section 4.1(a)(i), a “Distribution
Date”);






	 	        (ii)
in the event (and to the extent) that the Depositor exercises its right under the
Indenture to defer the payment of interest on the Notes, Distributions on the Trust
Securities shall be deferred. Under the Indenture, so long as no Note Event of Default has
occurred and is continuing, the Depositor shall have the right, at any time and from time
to time during the term of the Notes, to defer the payment of interest on the Notes for a
period of up to twenty (20) consecutive quarterly interest payment periods (each such
extended interest payment period, an “Extension Period”), during which Extension
Period no interest (including Additional Interest) on the Notes shall be due and payable
(except any Additional Tax Sums that may be due and payable). No interest on the Notes
shall be due and payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during such
Extension Period shall bear Additional Interest (to the extent payment of such interest
would be legally enforceable) at a variable rate per annum, reset quarterly, equal to
LIBOR plus 2.80%, compounded quarterly, from the dates on which amounts would have
otherwise been due and payable until paid or until funds for the payment thereof have been
made available for payment. If Distributions are deferred, the deferred Distributions
(including Additional Interest Amounts) shall be paid on the date that the related
Extension Period terminates, to Holders of the Trust Securities as they appear on the
books and records of the Trust on the record date immediately preceding such termination
date.






	


16















	 	        (iii)
Distributions shall accumulate in respect of the Trust Securities at a variable rate per
annum, reset quarterly, equal to LIBOR plus 2.80% of the Liquidation Amount of the Trust
Securities, such rate being the rate of interest payable on the Notes. LIBOR shall be
determined by the Calculation Agent in accordance with Schedule A. The amount of
Distributions payable for any period less than a full Distribution period shall be
computed on the basis of a 360-day year and the actual number of days elapsed in the
relevant Distribution period. The amount of Distributions payable for any period shall
include any Additional Interest Amounts in respect of such period; and






	 	        (iv)
Distributions on the Trust Securities shall be made by the Paying Agent from the Payment
Account and shall be payable on each Distribution Date only to the extent that the Trust
has funds then on hand and available in the Payment Account for the payment of such
Distributions.






	


        (b)
Distributions on the Trust Securities with respect to a Distribution Date shall
be payable to the Holders thereof as they appear on the Securities Register for
the Trust Securities at the close of business on the relevant record date, which
shall be at the close of business on the fifteenth day (whether or not a
Business Day) preceding the relevant Distribution Date. Distributions payable on
any Trust Securities that are not paid on any Distribution Date as a result of
the Depositor having failed to make an interest payment under the Notes will
cease to be payable to the Person in whose name such Trust Securities are
registered on the relevant record date, and such defaulted Distributions and any
Additional Interest Amounts will instead be payable to the Person in whose name
such Trust Securities are registered on the special record date, or other
specified date for determining Holders entitled to such defaulted Distribution
and Additional Interest Amount, established in the same manner, and on the same
date, as such is established with respect to the Notes under the Indenture.



        SECTION
4.2.     Redemption.



        (a)
On each Note Redemption Date and on the stated maturity (or any date of
principal repayment upon early maturity) of the Notes and on each other date on
(or in respect of) which any principal on the Notes is repaid, the Trust will be
required to redeem a Like Amount of Trust Securities at the Redemption Price.



        (b)
Notice of redemption shall be given by the Property Trustee by first-class mail,
postage prepaid, mailed not less than thirty (30) nor more than sixty (60) days
prior to the Redemption Date to each Holder of Trust Securities to be redeemed,
at such Holder’s address appearing in the Securities Register. All notices
of redemption shall state:










	 	        (i)
the Redemption Date;






	 	        (ii)
the Redemption Price or, if the Redemption Price cannot be calculated prior to the time
the notice is required to be sent, the estimate of the Redemption Price provided pursuant
to the Indenture, as calculated by the Depositor, together with a statement that it is an
estimate and that the actual Redemption Price will be calculated by the Calculation Agent
on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a
further notice shall be sent of the actual Redemption Price on the date that such
Redemption Price is calculated);






	


17















	 	        (iii)
if less than all the Outstanding Trust Securities are to be redeemed, the identification
(and, in the case of partial redemption, the respective principal amounts) and
Liquidation  Amounts of the particular Trust Securities to be redeemed;






	 	        (iv)
that on the Redemption Date, the Redemption Price will become due and payable upon each
such Trust Security, or portion thereof, to be redeemed and that Distributions thereon
will cease to accumulate on such Trust Security or such portion, as the case may be, on
and after said date, except as provided in Section 4.2(d);






	 	        (v)
the place or places where the Trust Securities are to be surrendered for the payment of
the Redemption Price; and






	 	        (vi)
such other provisions as the Property Trustee deems relevant.






	


        (c)
The Trust Securities (or portion thereof) redeemed on each Redemption Date shall
be redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption or payment at maturity of Notes. Redemptions of the Trust Securities
(or portion thereof) shall be made and the Redemption Price shall be payable on
each Redemption Date only to the extent that the Trust has funds then on hand
and available in the Payment Account for the payment of such Redemption Price.
Under the Indenture, the Notes may be redeemed by the Depositor on any Interest
Payment Date, at the Depositor’s option, on or after December 30, 2008, in
whole or in part, from time to time at a redemption price equal to one hundred
percent (100%) of the principal amount thereof, together, in the case of any
such redemption, with accrued interest, including any Additional Interest, to
but excluding the date fixed for redemption (the “Indenture Redemption
Price”); provided, that the Depositor shall have received the prior
approval of the Federal Reserve if then required. The Notes may also be redeemed
by the Depositor, at its option, in whole but not in part, upon the occurrence
of a Capital Disqualification Event, an Investment Company Event or a Tax Event
at the Indenture Redemption Price (as set forth in the Indenture).



        (d)
If the Property Trustee gives a notice of redemption in respect of any Preferred
Securities, then by 10:00 A.M., New York City time, on the Redemption Date, the
Depositor shall deposit sufficient funds with the Property Trustee to pay the
Redemption Price. If such deposit has been made by such time, then by 12:00
noon, New York City time, on the Redemption Date, the Property Trustee will,
with respect to Book-Entry Preferred Securities, irrevocably deposit with the
Depositary for such Book-Entry Preferred Securities, to the extent available
therefor, funds sufficient to pay the applicable Redemption Price and will give
such Depositary irrevocable instructions and authority to pay the Redemption
Price to the Holders of the Preferred Securities. With respect to Preferred
Securities that are not Book-Entry Preferred Securities, the Property Trustee
will irrevocably deposit with the Paying Agent, to the extent available
therefor, funds sufficient to pay the applicable Redemption Price and will give
the Paying Agent irrevocable instructions and authority to pay the Redemption
Price to the Holders of the Preferred Securities upon surrender of their
Preferred Securities Certificates. Notwithstanding the foregoing, Distributions
payable on or prior to the Redemption Date for any Trust Securities (or portion
thereof) called for redemption shall be payable to the Holders of such Trust
Securities as they appear on the Securities Register on the relevant record
dates for the related Distribution Dates. If notice of redemption shall have
been given and funds deposited as required, then upon the date of such deposit,
all rights of Holders holding Trust Securities (or portion thereof) so called
for redemption will cease, except the right of such Holders to receive the
Redemption Price and any Distribution payable in respect of the Trust Securities
on or prior to the Redemption Date, but without interest, and, in the case of a
partial redemption, the right of such Holders to receive a new Trust Security or
Securities of authorized denominations, in aggregate Liquidation Amount equal to
the unredeemed portion of such Trust Security or Securities, and such Securities
(or portion thereof) called for redemption will cease to be Outstanding. In the
event that any date on which any Redemption Price is payable is not a Business
Day, then payment of the Redemption Price payable on such date will be made on
the next succeeding Business Day (and no interest shall accrue in respect of the
amounts whose payment is so delayed for the period from and after each such date
until the next succeeding Business Day), except that, if such Business Day falls
in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case, with the same force and effect
as if made on such date. In the event that payment of the Redemption Price in
respect of any Trust Securities (or portion thereof) called for redemption is
improperly withheld or refused and not paid either by the Trust or by the
Depositor pursuant to the Guarantee Agreement, Distributions on such Trust
Securities (or portion thereof) will continue to accumulate, as set forth in
Section 4.1, from the Redemption Date originally established by the Trust
for such Trust Securities (or portion thereof) to the date such Redemption Price
is actually paid, in which case the actual payment date will be the date fixed
for redemption for purposes of calculating the Redemption Price.



18















	


        (e)
Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated pro
rata to the Common Securities and the Preferred Securities based upon the
relative aggregate Liquidation Amounts of the Common Securities and the
Preferred Securities. The Preferred Securities to be redeemed shall be redeemed
on a pro rata basis based upon their respective Liquidation Amounts not more
than sixty (60) days prior to the Redemption Date by the Property Trustee from
the Outstanding Preferred Securities not previously called for redemption;
provided, however, that with respect to Holders that would be required to hold
less than one hundred (100) but more than zero (0) Trust Securities as a result
of such redemption, the Trust shall redeem Trust Securities of each such Holder
so that after such redemption such Holder shall hold either one hundred (100)
Trust Securities or such Holder no longer holds any Trust Securities, and shall
use such method (including, without limitation, by lot) as the Trust shall deem
fair and appropriate; and provided, further, that so long as the Preferred
Securities are Book-Entry Preferred Securities, such selection shall be made in
accordance with the Applicable Depositary Procedures for the Preferred
Securities by such Depositary. The Property Trustee shall promptly notify the
Securities Registrar in writing of the Preferred Securities (or portion thereof)
selected for redemption and, in the case of any Preferred Securities selected
for partial redemption, the Liquidation Amount thereof to be redeemed. For all
purposes of this Trust Agreement, unless the context otherwise requires, all
provisions relating to the redemption of Preferred Securities shall relate, in
the case of any Preferred Securities redeemed or to be redeemed only in part, to
the portion of the aggregate Liquidation Amount of Preferred Securities that has
been or is to be redeemed.



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        (f)
The Trust in issuing the Trust Securities may use “CUSIP” numbers (if
then generally in use), and, if so, the Property Trustee shall indicate the
“CUSIP” numbers of the Trust Securities in notices of redemption and
related materials as a convenience to Holders; provided, that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Trust Securities or as contained in any notice of
redemption and related materials.



        SECTION
4.3.     Subordination of Common Securities.



        (a)
Payment of Distributions (including any Additional Interest Amounts) on, the
Redemption Price of and the Liquidation Distribution in respect of, the Trust
Securities, as applicable, shall be made, pro rata among the Common Securities
and the Preferred Securities based on the Liquidation Amount of the respective
Trust Securities; provided, that if on any Distribution Date, Redemption Date or
Liquidation Date an Event of Default shall have occurred and be continuing, no
payment of any Distribution (including any Additional Interest Amounts) on,
Redemption Price of or Liquidation Distribution in respect of, any Common
Security, and no other payment on account of the redemption, liquidation or
other acquisition of Common Securities, shall be made unless payment in full in
cash of all accumulated and unpaid Distributions (including any Additional
Interest Amounts) on all Outstanding Preferred Securities for all Distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price the full amount of such Redemption Price on all Outstanding
Preferred Securities then called for redemption, or in the case of payment of
the Liquidation Distribution the full amount of such Liquidation Distribution on
all Outstanding Preferred Securities, shall have been made or provided for, and
all funds immediately available to the Property Trustee shall first be applied
to the payment in full in cash of all Distributions (including any Additional
Interest Amounts) on, or the Redemption Price of or the Liquidation Distribution
in respect of, the Preferred Securities then due and payable.



        (b)
In the case of the occurrence of any Event of Default, the Holders of the Common
Securities shall have no right to act with respect to any such Event of Default
under this Trust Agreement until all such Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise eliminated. Until all
such Events of Default under this Trust Agreement with respect to the Preferred
Securities have been so cured, waived or otherwise eliminated, the Property
Trustee shall act solely on behalf of the Holders of the Preferred Securities
and not on behalf of the Holders of the Common Securities, and only the Holders
of all the Preferred Securities will have the right to direct the Property
Trustee to act on their behalf.



        SECTION
4.4.     Payment Procedures.



        Payments
of Distributions (including any Additional Interest Amounts), the Redemption
Price, Liquidation Amount or any other amounts in respect of the Preferred
Securities shall be made by wire transfer at such place and to such account at a
banking institution in the United States as may be designated in writing at
least ten (10) Business Days prior to the date for payment by the Person
entitled thereto unless proper written transfer instructions have not been
received by the relevant record date, in which case such payments shall be made
by check mailed to the address of such Person as such address shall appear in
the Securities Register. If any Preferred Securities are held by a Depositary,
such Distributions thereon shall be made to the Depositary in immediately
available funds. Payments in respect of the Common Securities shall be made in
such manner as shall be mutually agreed between the Property Trustee and the
Holder of all the Common Securities.



20















	


        SECTION
4.5.     Withholding Tax.



        The
Trust and the Administrative Trustees shall comply with all withholding and
backup withholding tax requirements under United States federal, state and local
law. The Administrative Trustees on behalf of the Trust shall request, and the
Holders shall provide to the Trust, such forms or certificates as are necessary
to establish an exemption from withholding and backup withholding tax with
respect to each Holder and any representations and forms as shall reasonably be
requested by the Administrative Trustees on behalf of the Trust to assist it in
determining the extent of, and in fulfilling, its withholding and backup
withholding tax obligations. The Administrative Trustees shall file required
forms with applicable jurisdictions and, unless an exemption from withholding
and backup withholding tax is properly established by a Holder, shall remit
amounts withheld with respect to the Holder to applicable jurisdictions. To the
extent that the Trust is required to withhold and pay over any amounts to any
jurisdiction with respect to Distributions or allocations to any Holder, the
amount withheld shall be deemed to be a Distribution in the amount of the
withholding to the Holder. In the event of any claimed overwithholding, Holders
shall be limited to an action against the applicable jurisdiction. If the amount
required to be withheld was not withheld from actual Distributions made, the
Administrative Trustees on behalf of the Trust may reduce subsequent
Distributions by the amount of such required withholding.



        SECTION
4.6.     Tax Returns and Other Reports.



        (a)
The Administrative Trustees shall prepare (or cause to be prepared) at the
principal office of the Trust in the United States, as defined for purposes of
Treasury regulations section 301.7701-7, at the Depositor’s expense, and
file, all United States federal, state and local tax and information returns and
reports required to be filed by or in respect of the Trust. The Administrative
Trustees shall prepare at the principal office of the Trust in the United
States, as defined for purposes of Treasury regulations section 301.7701-7, and
furnish (or cause to be prepared and furnished), to each Holder all Internal
Revenue Service forms and returns required to be provided by the Trust.
Notwithstanding any right under the Code to deliver any such form or return at a
later date, the Administrative Trustees shall endeavor to deliver all such forms
and returns by January 31 in each taxable year of the Trust. The Administrative
Trustees shall provide the Depositor and the Property Trustee with a copy of all
such returns and reports promptly after such filing or furnishing.



        (b)
So long as the Property Trustee is the Holder of the Notes, the Administrative
Trustees will cause the Depositor’s reports on Form FR Y-9C, FR Y-9LP and
FR Y-6 to be delivered to the Property Trustee promptly following their filing
with the Federal Reserve.



        SECTION
4.7.     Payment of Taxes, Duties, Etc. of the Trust.



        Upon
receipt under the Notes of Additional Tax Sums and upon the written direction of
the Administrative Trustees, the Property Trustee shall promptly pay, solely out
of monies on deposit pursuant to this Trust Agreement, any Additional Taxes
imposed on the Trust by the United States or any other taxing authority.



21















	


        SECTION
4.8.     Payments under Indenture or Pursuant to Direct Actions.



        Any
amount payable hereunder to any Holder of Preferred Securities shall be reduced
by the amount of any corresponding payment such Holder (or any Owner with
respect thereto) has directly received pursuant to Section 5.8 of the
Indenture or Section 6.10(b) of this Trust Agreement.



        SECTION
4.9.     Exchanges.



        (a)
If at any time the Depositor or any of its Affiliates (in either case, a
“Depositor Affiliate”) is the Owner or Holder of any Preferred
Securities, such Depositor Affiliate shall have the right to deliver to the
Property Trustee all or such portion of its Preferred Securities as it elects
and receive, in exchange therefor, a Like Amount of Notes. Such election (i)
shall be exercisable effective on any Distribution Date by such Depositor
Affiliate delivering to the Property Trustee a written notice of such election
specifying the Liquidation Amount of Preferred Securities with respect to which
such election is being made and the Distribution Date on which such exchange
shall occur, which Distribution Date shall be not less than ten (10) Business
Days after the date of receipt by the Property Trustee of such election notice
and (ii) shall be conditioned upon such Depositor Affiliate having delivered or
caused to be delivered to the Property Trustee or its designee the Preferred
Securities that are the subject of such election by 10:00 A.M. New York time, on
the Distribution Date on which such exchange is to occur. After the exchange,
such Preferred Securities will be canceled and will no longer be deemed to be
Outstanding and all rights of the Depositor Affiliate with respect to such
Preferred Securities will cease.



        (b)
In the case of an exchange described in Section 4.9(a), the Property
Trustee on behalf of the Trust will, on the date of such exchange, exchange
Notes having a principal amount equal to a proportional amount of the aggregate
Liquidation Amount of the Outstanding Common Securities, based on the ratio of
the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant
to Section 4.9(a) divided by the aggregate Liquidation Amount of the
Preferred Securities Outstanding immediately prior to such exchange, for such
proportional amount of Common Securities held by the Depositor (which
contemporaneously shall be canceled and no longer be deemed to be Outstanding);
provided, that the Depositor delivers or causes to be delivered to the Property
Trustee or its designee the required amount of Common Securities to be exchanged
by 10:00 A.M. New York time, on the Distribution Date on which such exchange is
to occur.



        SECTION
4.10.     Calculation Agent.



        (a)
The Property Trustee shall initially, and for so long as it holds any of the
Notes, be the Calculation Agent for purposes of determining LIBOR for each
Distribution Date. The Calculation Agent may be removed by the Administrative
Trustees at any time. If the Calculation Agent is unable or unwilling to act as
such or is removed by the Administrative Trustees, the Administrative Trustees
will promptly appoint as a replacement Calculation Agent the London office of a
leading bank which is engaged in transactions in three-month Eurodollar deposits
in the international Eurodollar market and which does not control or is not
controlled by or under common control with the Administrative Trustee or its
Affiliates. The Calculation Agent may not resign its duties without a successor
having been duly appointed.



22















	


        (b)
The Calculation Agent shall be required to agree that, as soon as possible after
11:00 a.m. (London time) on each LIBOR Determination Date, but in no event later
than 11:00 a.m. (London time) on the Business Day immediately following each
LIBOR Determination Date, the Calculation Agent will calculate the interest rate
(rounded to the nearest cent, with half a cent being rounded upwards) for the
related Distribution Date, and will communicate such rate and amount to the
Depositor, Trustee, each Paying Agent and the Depositary. The Calculation Agent
will also specify to the Administrative Trustee the quotations upon which the
foregoing rates and amounts are based and, in any event, the Calculation Agent
shall notify the Administrative Trustee before 5:00 p.m. (London time) on each
LIBOR Determination Date that either: (i) it has determined or is in the process
of determining the foregoing rates and amounts or (ii) it has not determined and
is not in the process of determining the foregoing rates and amounts, together
with its reasons therefor. The Calculation Agent’s determination of the
foregoing rates and amounts for any Distribution Date will (in the absence of
manifest error) be final and binding upon all parties. For the sole purpose of
calculating the interest rate for the Trust Securities, “Business Day”
shall be defined as any day on which dealings in deposits in Dollars are
transacted in the London interbank market.



        SECTION
4.11.     Certain Accounting Matters.



        (a)
At all times during the existence of the Trust, the Administrative Trustees
shall keep, or cause to be kept at the principal office of the Trust in the
United States, as defined for purposes of Treasury Regulations section
301.7701-7, full books of account, records and supporting documents, which shall
reflect in reasonable detail each transaction of the Trust. The books of account
shall be maintained on the accrual method of accounting, in accordance with
generally accepted accounting principles, consistently applied.



        (b)
The Administrative Trustees shall either (i), if the Depositor is then subject
to such reporting requirements, cause each Form 10-K and Form 10-Q prepared by
the Depositor and filed with the Commission in accordance with the Exchange Act
to be delivered to each Holder, with a copy to the Property Trustee, within
thirty (30) days after the filing thereof or (ii) cause to be prepared at the
principal office of the Trust in the United States, as defined for purposes of
Treasury Regulations section 301.7701-7, and delivered to each of the Holders,
with a copy to the Property Trustee, within ninety (90) days after the end of
each Fiscal Year, annual financial statements of the Trust, including a balance
sheet of the Trust as of the end of such Fiscal Year, and the related statements
of income or loss.



        (c)
The Trust shall maintain one or more bank accounts in the United States, as
defined for purposes of Treasury Regulations section 301.7701-7, in the name and
for the sole benefit of the Trust; provided, however, that all
payments of funds in respect of the Notes held by the Property Trustee shall be
made directly to the Payment Account and no other funds of the Trust shall be
deposited in the Payment Account. The sole signatories for such accounts
(including the Payment Account) shall be designated by the Property Trustee.



23















	


ARTICLE V.



SECURITIES



        SECTION
5.1.     Initial Ownership.



        Upon
the creation of the Trust and the contribution by the Depositor referred to in
Section 2.3 and until the issuance of the Trust Securities, and at any
time during which no Trust Securities are Outstanding, the Depositor shall be
the sole beneficial owner of the Trust.



        SECTION
5.2.     Authorized Trust Securities.



        The
Trust shall be authorized to issue one series of Preferred Securities having an
aggregate Liquidation Amount of $10,000,000 and one series of Common Securities
having an aggregate Liquidation Amount of $310,000.



        SECTION
5.3.     Issuance of the Common Securities; Subscription and Purchase of Notes.



        On
the Closing Date, an Administrative Trustee, on behalf of the Trust, shall
execute and deliver to the Depositor Common Securities Certificates, registered
in the name of the Depositor, evidencing an aggregate of 310 Common Securities
having an aggregate Liquidation Amount of $310,000, against receipt by the Trust
of the aggregate purchase price of such Common Securities of $310,000.
Contemporaneously therewith and with the sale by the Trust to the Holders of an
aggregate of 10,000 Preferred Securities having an aggregate Liquidation Amount
of $10,000,000, an Administrative Trustee, on behalf of the Trust, shall
subscribe for and purchase from the Depositor Notes, to be registered in the
name of the Property Trustee on behalf of the Trust and having an aggregate
principal amount equal to $10,310,000, and, in satisfaction of the purchase
price for such Notes, the Property Trustee, on behalf of the Trust, shall
deliver to the Depositor the sum of $10,310,000 (being the aggregate amount paid
by the Holders for the Preferred Securities and the amount paid by the Depositor
for the Common Securities).



        SECTION
5.4.     The Securities Certificates.



        (a)
The Preferred Securities Certificates shall be issued in minimum denominations
of $100,000 Liquidation Amount and integral multiples of $1,000 in excess
thereof, and the Common Securities Certificates shall be issued in minimum
denominations of $10,000 Liquidation Amount and integral multiples of $1,000 in
excess thereof. The Securities Certificates shall be executed on behalf of the
Trust by manual or facsimile signature of at least one Administrative Trustee.
Securities Certificates bearing the signatures of individuals who were, at the
time when such signatures shall have been affixed, authorized to sign such
Securities Certificates on behalf of the Trust shall be validly issued and
entitled to the benefits of this Trust Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
delivery of such Securities Certificates or did not have such authority at the
date of delivery of such Securities Certificates.



24















	


        (b)
On the Closing Date, upon the written order of an authorized officer of the
Depositor, the Administrative Trustees shall cause Securities Certificates to be
executed on behalf of the Trust and delivered, without further corporate action
by the Depositor, in authorized denominations.



        (c)
The Preferred Securities issued to QIBs shall be, except as provided in
Section 5.6, Book-Entry Preferred Securities issued in the form of
one or more Global Preferred Securities registered in the name of the
Depositary, or its nominee and deposited with the Depositary or a custodian for
the Depositary for credit by the Depositary to the respective accounts of the
Depositary Participants thereof (or such other accounts as they may direct). The
Preferred Securities issued to a Person other than a QIB shall be issued in the
form of Definitive Preferred Securities Certificate.



        (d)
A Preferred Security shall not be valid until authenticated by the manual
signature of an Authorized Officer of the Property Trustee. Such signature shall
be conclusive evidence that the Preferred Security has been authenticated under
this Trust Agreement. Upon written order of the Trust signed by one
Administrative Trustee, the Property Trustee shall authenticate the Preferred
Securities for original issue. The Property Trustee may appoint an
authenticating agent that is a U.S. Person acceptable to the Trust to
authenticate the Preferred Securities. A Common Security need not be so
authenticated and shall be valid upon execution by one or more Administrative
Trustees. The form of this certificate of authentication can be found in
Section 5.13.



        SECTION
5.5.     Rights of Holders.



        The
Trust Securities shall have no preemptive or similar rights and when issued and
delivered to Holders against payment of the purchase price therefor will be
fully paid and non-assessable by the Trust. Except as provided in Section
5.11(b), the Holders of the Trust Securities, in their capacities as such,
shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.



        SECTION
5.6.     Book-Entry Preferred Securities.



        (a)
A Global Preferred Security may be exchanged, in whole or in part, for
Definitive Preferred Securities Certificates registered in the names of the
Owners only if such exchange complies with Section 5.7 and (i) the
Depositary advises the Administrative Trustees and the Property Trustee in
writing that the Depositary is no longer willing or able properly to discharge
its responsibilities with respect to the Global Preferred Security, and no
qualified successor is appointed by the Administrative Trustees within ninety
(90) days of receipt of such notice, (ii) the Depositary ceases to be a clearing
agency registered under the Exchange Act and the Administrative Trustees fail to
appoint a qualified successor within ninety (90) days of obtaining knowledge of
such event, (iii) the Administrative Trustees at their option advise the
Property Trustee in writing that the Trust elects to terminate the book-entry
system through the Depositary or (iv) a Note Event of Default has occurred and
is continuing. Upon the occurrence of any event specified in clause (i), (ii),
(iii) or (iv) above, the Administrative Trustees shall notify the Depositary and
instruct the Depositary to notify all Owners of Book-Entry Preferred Securities,
the Delaware Trustee and the Property Trustee of the occurrence of such event
and of the availability of the Definitive Preferred Securities Certificates to
Owners of the Preferred Securities requesting the same. Upon the issuance of
Definitive Preferred Securities Certificates, the Trustees shall recognize the
Holders of the Definitive Preferred Securities Certificates as Holders.
Notwithstanding the foregoing, if an Owner of a beneficial interest in a Global
Preferred Security wishes at any time to transfer an interest in such Global
Preferred Security to a Person other than a QIB, such transfer shall be
effected, subject to the Applicable Depositary Procedures, in accordance with
the provisions of this Section 5.6 and Section 5.7, and the
transferee shall receive a Definitive Preferred Securities Certificate in
connection with such transfer. A holder of a Definitive Preferred Securities
Certificate that is a QIB may, upon request, and in accordance with the
provisions of this Section 5.6 and Section 5.7, exchange such
Definitive Preferred Securities Certificate for a beneficial interest in a
Global Preferred Security.



25















	


        (b)
If any Global Preferred Security is to be exchanged for Definitive Preferred
Securities Certificates or canceled in part, or if any Definitive Preferred
Securities Certificate is to be exchanged in whole or in part for any Global
Preferred Security, then either (i) such Global Preferred Security shall be so
surrendered for exchange or cancellation as provided in this
Article V or (ii) the aggregate Liquidation Amount represented by
such Global Preferred Security shall be reduced, subject to Section 5.4,
or increased by an amount equal to the Liquidation Amount represented by that
portion of the Global Preferred Security to be so exchanged or canceled, or
equal to the Liquidation Amount represented by such Definitive Preferred
Securities Certificates to be so exchanged for any Global Preferred Security, as
the case may be, by means of an appropriate adjustment made on the records of
the Securities Registrar, whereupon the Property Trustee, in accordance with the
Applicable Depositary Procedures, shall instruct the Depositary or its
authorized representative to make a corresponding adjustment to its records.
Upon any such surrender to the Administrative Trustees or the Securities
Registrar of any Global Preferred Security or Securities by the Depositary,
accompanied by registration instructions, the Administrative Trustees, or any
one of them, shall execute the Definitive Preferred Securities Certificates in
accordance with the instructions of the Depositary. None of the Securities
Registrar or the Trustees shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be fully protected in
relying on, such instructions.



        (c)
Every Definitive Preferred Securities Certificate executed and delivered upon
registration or transfer of, or in exchange for or in lieu of, a Global
Preferred Security or any portion thereof shall be executed and delivered in the
form of, and shall be, a Global Preferred Security, unless such Definitive
Preferred Securities Certificate is registered in the name of a Person other
than the Depositary for such Global Preferred Security or a nominee thereof.



        (d)
The Depositary or its nominee, as registered owner of a Global Preferred
Security, shall be the Holder of such Global Preferred Security for all purposes
under this Trust Agreement and the Global Preferred Security, and Owners with
respect to a Global Preferred Security shall hold such interests pursuant to the
Applicable Depositary Procedures. The Securities Registrar and the Trustees
shall be entitled to deal with the Depositary for all purposes of this Trust
Agreement relating to the Global Preferred Securities (including the payment of
the Liquidation Amount of and Distributions on the Book-Entry Preferred
Securities represented thereby and the giving of instructions or directions by
Owners of Book-Entry Preferred Securities represented thereby and the giving of
notices) as the sole Holder of the Book-Entry Preferred Securities represented
thereby and shall have no obligations to the Owners thereof. None of the
Trustees nor the Securities Registrar shall have any liability in respect of any
transfers effected by the Depositary.



26















	


        (e)
The rights of the Owners of the Book-Entry Preferred Securities shall be
exercised only through the Depositary and shall be limited to those established
by law, the Applicable Depositary Procedures and agreements between such Owners
and the Depositary and/or the Depositary Participants; provided, solely for the
purpose of determining whether the Holders of the requisite amount of Preferred
Securities have voted on any matter provided for in this Trust Agreement, to the
extent that Preferred Securities are represented by a Global Preferred Security,
the Trustees may conclusively rely on, and shall be fully protected in relying
on, any written instrument (including a proxy) delivered to the Property Trustee
by the Depositary setting forth the Owners’ votes or assigning the right to
vote on any matter to any other Persons either in whole or in part. To the
extent that Preferred Securities are represented by a Global Preferred Security,
the initial Depositary will make book-entry transfers among the Depositary
Participants and receive and transmit payments on the Preferred Securities that
are represented by a Global Preferred Security to such Depositary Participants,
and none of the Depositor or the Trustees shall have any responsibility or
obligation with respect thereto.



        (f)
To the extent that a notice or other communication to the Holders is required
under this Trust Agreement, for so long as Preferred Securities are represented
by a Global Preferred Security, the Trustees shall give all such notices and
communications to the Depositary, and shall have no obligations to the Owners.



        SECTION
5.7.     Registration of Transfer and Exchange of Preferred Securities Certificates.



        (a)
The Property Trustee shall keep or cause to be kept, at the Corporate Trust
Office, a register or registers (the “Securities Register”) in which
the registrar and transfer agent with respect to the Trust Securities (the
“Securities Registrar”), subject to such reasonable regulations as it
may prescribe, shall provide for the registration of Preferred Securities
Certificates and Common Securities Certificates and registration of transfers
and exchanges of Preferred Securities Certificates as herein provided. The
Person acting as the Property Trustee shall at all times also be the Securities
Registrar. The provisions of Article VIII shall apply to the Property
Trustee in its role as Securities Registrar.



        (b)
Upon surrender for registration of transfer of any Preferred Securities
Certificate at the office or agency maintained pursuant to Section
5.7(f), the Administrative Trustees or any one of them shall execute by
manual or facsimile signature and deliver to the Property Trustee, and the
Property Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Preferred Securities Certificates in
authorized denominations of a like aggregate Liquidation Amount as may be
required by this Trust Agreement dated the date of execution by such
Administrative Trustee or Trustees. At the option of a Holder, Preferred
Securities Certificates may be exchanged for other Preferred Securities
Certificates in authorized denominations and of a like aggregate Liquidation
Amount upon surrender of the Preferred Securities Certificate to be exchanged at
the office or agency maintained pursuant to Section 5.7(f). Whenever
any Preferred Securities Certificates are so surrendered for exchange, the
Administrative Trustees or any one of them shall execute by manual or facsimile
signature and deliver to the Property Trustee, and the Property Trustee shall
authenticate and deliver, the Preferred Securities Certificates that the Holder
making the exchange is entitled to receive.



27















	


        (c)
The Securities Registrar shall not be required, (i) to issue, register the
transfer of or exchange any Preferred Security during a period beginning at the
opening of business fifteen (15) days before the day of selection for redemption
of such Preferred Securities pursuant to Article IV and ending at the
close of business on the day of mailing of the notice of redemption or (ii) to
register the transfer of or exchange any Preferred Security so selected for
redemption in whole or in part, except, in the case of any such Preferred
Security to be redeemed in part, any portion thereof not to be redeemed.



        (d)
Every Preferred Securities Certificate presented or surrendered for registration
of transfer or exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Securities Registrar duly
executed by the Holder or such Holder’s attorney duly authorized in writing
and (i) if such Preferred Securities Certificate is being transferred otherwise
than to a QIB, accompanied by a certificate of the transferee substantially in
the form set forth as Exhibit E hereto or (ii) if such Preferred
Securities Certificate is being transferred to a QIB, accompanied by a
certificate of the transferor substantially in the form set forth as Exhibit
F hereto.



        (e)
No service charge shall be made for any registration of transfer or exchange of
Preferred Securities Certificates, but the Property Trustee on behalf of the
Trust may require payment of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer or exchange of
Preferred Securities Certificates.



        (f)
The Administrative Trustees shall designate an office or offices or agency or
agencies where Preferred Securities Certificates may be surrendered for
registration of transfer or exchange. The Depositor initially designates the
Corporate Trust Office as its office and agency for such purposes. The
Administrative Trustees shall give prompt written notice to the Depositor, the
Property Trustee and to the Holders of any change in the location of any such
office or agency.



        SECTION
5.8.     Mutilated, Destroyed, Lost or Stolen Securities Certificates.



        (a)
If any mutilated Securities Certificate shall be surrendered to the Securities
Registrar together with such security or indemnity as may be required by the
Securities Registrar and the Administrative Trustees to save each of them
harmless, the Administrative Trustees, or any one of them, on behalf of the
Trust, shall execute and make available for delivery in exchange therefor a new
Securities Certificate of like class, tenor and denomination.



        (b)
If the Securities Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Securities Certificate and there shall be
delivered to the Securities Registrar and the Administrative Trustees such
security or indemnity as may be required by them to save each of them harmless,
then in the absence of notice that such Securities Certificate shall have been
acquired by a protected purchaser, the Administrative Trustees, or any one of
them, on behalf of the Trust, shall execute and make available for delivery,
and, with respect to Preferred Securities, the Property Trustee shall
authenticate, in exchange for or in lieu of any such destroyed, lost or stolen
Securities Certificate, a new Securities Certificate of like class, tenor and
denomination.



28















	


        (c)
In connection with the issuance of any new Securities Certificate under this
Section 5.8, the Administrative Trustees or the Securities Registrar may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.



        (d)
Any duplicate Securities Certificate issued pursuant to this Section 5.8
shall constitute conclusive evidence of an undivided beneficial interest in the
assets of the Trust corresponding to that evidenced by the mutilated, lost,
stolen or destroyed Securities Certificate, as if originally issued, whether or
not the lost, stolen or destroyed Securities Certificate shall be found at any
time.



        (e)
If any such mutilated, destroyed, lost or stolen Security has become or is about
to become due and payable, the Depositor in its discretion may, instead of
issuing a new Security, pay such Security.



        (f)
The provisions of this Section 5.8 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
of mutilated, destroyed, lost or stolen Securities Certificates.



        SECTION
5.9.     Persons Deemed Holders.



        The
Trustees and the Securities Registrar shall each treat the Person in whose name
any Securities Certificate shall be registered in the Securities Register as the
owner of such Securities Certificate for the purpose of receiving Distributions
and for all other purposes whatsoever, and none of the Trustees and the
Securities Registrar shall be bound by any notice to the contrary.



        SECTION
5.10.     Cancellation.



        All
Preferred Securities Certificates surrendered for registration of transfer or
exchange or for payment shall, if surrendered to any Person other than the
Property Trustee, be delivered to the Property Trustee, and any such Preferred
Securities Certificates and Preferred Securities Certificates surrendered
directly to the Property Trustee for any such purpose shall be promptly canceled
by it. The Administrative Trustees may at any time deliver to the Property
Trustee for cancellation any Preferred Securities Certificates previously
delivered hereunder that the Administrative Trustees may have acquired in any
manner whatsoever, and all Preferred Securities Certificates so delivered shall
be promptly canceled by the Property Trustee. No Preferred Securities
Certificates shall be executed and delivered in lieu of or in exchange for any
Preferred Securities Certificates canceled as provided in this Section
5.10, except as expressly permitted by this Trust Agreement. All canceled
Preferred Securities Certificates shall be disposed of by the Property Trustee
in accordance with its customary practices and the Property Trustee shall
deliver to the Administrative Trustees a certificate of such disposition.



29















	


        SECTION
5.11.     Ownership of Common Securities by Depositor.



        (a)
On the Closing Date, the Depositor shall acquire, and thereafter shall retain,
beneficial and record ownership of the Common Securities. Neither the Depositor
nor any successor Holder of the Common Securities may transfer less than all the
Common Securities, and the Depositor or any such successor Holder may transfer
the Common Securities only (i) in connection with a consolidation or merger of
the Depositor into another Person, or any conveyance, transfer or lease by the
Depositor of its properties and assets substantially as an entirety to any
Person (in which event such Common Securities will be transferred to such
surviving entity, transferee or lessee, as the case may be), pursuant to
Section 8.1 of the Indenture or (ii) to the Depositor or an Affiliate of
the Depositor, in each such case in compliance with applicable law (including
the Securities Act, and applicable state securities and blue sky laws). To the
fullest extent permitted by law, any attempted transfer of the Common Securities
other than as set forth in the immediately preceding sentence shall be void. The
Administrative Trustees shall cause each Common Securities Certificate issued to
the Depositor to contain a legend stating substantially “THIS CERTIFICATE
IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF
THE TRUST AGREEMENT.”



        (b)
Any Holder of the Common Securities shall be liable for the debts and
obligations of the Trust in the manner and to the extent set forth with respect
to the Depositor and agrees that it shall be subject to all liabilities to which
the Depositor may be subject and, prior to becoming such a Holder, shall deliver
to the Administrative Trustees an instrument of assumption satisfactory to such
Trustees.



        SECTION
5.12.     Restricted Legends.



        (a)
Each Preferred Security Certificate shall bear a legend in substantially the
following form:










	 	“[IF
THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS PREFERRED SECURITY IS A  GLOBAL
SECURITY WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED  TO AND IS
REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY  (“DTC”) OR A NOMINEE OF
DTC. THIS PREFERRED SECURITY IS EXCHANGEABLE  FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN DTC OR ITS NOMINEE  ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
TRUST AGREEMENT, AND NO  TRANSFER OF THIS PREFERRED SECURITY (OTHER THAN A TRANSFER OF
THIS PREFERRED  SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO
DTC OR  ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.






	 	UNLESS
THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO  SIMMONS
FIRST CAPITAL TRUST II OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,
AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME  OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO. OR TO  SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY  TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON  IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]






	


30















	 	THE
PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS  AMENDED (THE
“SECURITIES ACT”), AND SUCH PREFERRED SECURITIES OR ANY  INTEREST THEREIN, MAY
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE  ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH  PURCHASER OF ANY PREFERRED SECURITIES IS HEREBY
NOTIFIED THAT THE SELLER OF THE  PREFERRED SECURITIES MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF  SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE
SECURITIES ACT.






	 	THE
HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR  THE
BENEFIT OF THE TRUST AND THE DEPOSITOR THAT (A) SUCH PREFERRED SECURITIES  MAY BE
OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE TRUST, (II) TO A  PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL  BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION  MEETING THE REQUIREMENTS
OF RULE 144A, (III) TO AN INSTITUTIONAL  “ACCREDITED INVESTOR” WITHIN THE
MEANING OF SUBPARAGRAPH (a) (1), (2),  (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT
THAT IS ACQUIRING THE SECURITY  FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN “ACCREDITED
INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (IV)  PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (V)  PURSUANT TO AN
EXEMPTION FROM THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE  WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY  OTHER APPLICABLE JURISDICTION
AND, IN THE CASE OF (III) OR (V), SUBJECT TO THE  RIGHT OF THE TRUST AND THE DEPOSITOR TO
REQUIRE AN OPINION OF COUNSEL AND OTHER  INFORMATION SATISFACTORY TO EACH OF THEM AND (B)
THE HOLDER WILL NOTIFY ANY  PURCHASER OF ANY PREFERRED SECURITIES FROM IT OF THE RESALE
RESTRICTIONS  REFERRED TO IN (A) ABOVE.






	 	THE
PREFERRED SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING  AN
AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. TO THE FULLEST EXTENT  PERMITTED
BY LAW, ANY ATTEMPTED TRANSFER OF PREFERRED SECURITIES, OR ANY  INTEREST THEREIN, IN A
BLOCK HAVING AN AGGREGATE LIQUIDATION AMOUNT OF LESS THAN  $100,000 AND MULTIPLES OF
$1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID  AND OF NO LEGAL EFFECT WHATSOEVER.
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY  SUCH PURPORTED TRANSFEREE SHALL BE DEEMED
NOT TO BE THE HOLDER OF SUCH PREFERRED  SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT
LIMITED TO, THE RECEIPT OF  PRINCIPAL OF OR INTEREST ON SUCH PREFERRED SECURITIES, OR ANY
INTEREST THEREIN,  AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST
WHATSOEVER IN  SUCH PREFERRED SECURITIES.






	


31















	 	THE
HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE HEREOF OR  THEREOF
ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT,  INDIVIDUAL
RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF  THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED  (“ERISA”), OR SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986, AS  AMENDED (THE “CODE”) (EACH A “PLAN”),
OR AN ENTITY WHOSE  UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY
PLAN’S  INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF
ANY  PLAN MAY ACQUIRE OR HOLD THIS PREFERRED SECURITY OR ANY INTEREST THEREIN, UNLESS
SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER  U.S.
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60,  91-38, 90-1 OR
84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING  OF THIS SECURITY, OR
ANY INTEREST THEREIN, IS NOT PROHIBITED BY SECTION 406 OF  ERISA OR SECTION 4975 OF THE
CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY  PURCHASER OR HOLDER OF THE PREFERRED
SECURITIES OR ANY INTEREST THEREIN WILL BE  DEEMED TO HAVE REPRESENTED BY ITS PURCHASE
AND HOLDING THEREOF THAT EITHER (i)  IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE
MEANING OF SECTION 3(3) OF ERISA,  OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS
APPLICABLE, A TRUSTEE OR OTHER  PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR
PLAN, OR ANY OTHER PERSON  OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR
PLAN TO FINANCE SUCH  PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED
TRANSACTION  UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO
APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.






	 	THIS
OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY  AGENCY OR
FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE  CORPORATION (THE
“FDIC”).”






	


32















	


        (b)
The above legend shall not be removed from any of the Preferred Securities
Certificates unless there is delivered to the Property Trustee and the Depositor
satisfactory evidence, which may include an opinion of counsel, as may be
reasonably required to ensure that any future transfers thereof may be made
without restriction under the provisions of the Securities Act and other
applicable law. Upon provision of such satisfactory evidence, one or more of the
Administrative Trustees on behalf of the Trust shall execute and deliver to the
Property Trustee, and the Property Trustee shall deliver, at the written
direction of the Administrative Trustees and the Depositor, Preferred Securities
Certificates that do not bear the legend.



        SECTION
5.13.     Form of Certificate of Authentication.



        The
Property Trustee’s certificate of authentication shall be in substantially
the following form:



        This
is one of the Preferred Securities referred to in the within-mentioned Trust
Agreement.










	Dated:		DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its
individual capacity, but solely as Property Trustee



By:

        ——————————————

        Authorized officer







	


ARTICLE VI.



MEETINGS;
VOTING; ACTS OF HOLDERS



        SECTION
6.1.     Notice of Meetings.



        Notice
of all meetings of the Holders of the Preferred Securities, stating the time,
place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.8 to each Holder of Preferred Securities, at such
Holder’s registered address, at least fifteen (15) days and not more than
ninety (90) days before the meeting. At any such meeting, any business properly
before the meeting may be so considered whether or not stated in the notice of
the meeting. Any adjourned meeting may be held as adjourned without further
notice.



        SECTION
6.2.     Meetings of Holders of the Preferred Securities.



        (a)
No annual meeting of Holders is required to be held. The Property Trustee,
however, shall call a meeting of the Holders of the Preferred Securities to vote
on any matter upon the written request of the Holders of at least twenty five
percent (25%) in aggregate Liquidation Amount of the Outstanding Preferred
Securities and the Administrative Trustees or the Property Trustee may, at any
time in their discretion, call a meeting of the Holders of the Preferred
Securities to vote on any matters as to which such Holders are entitled to vote.



33















	


        (b)
The Holders of at least a Majority in Liquidation Amount of the Preferred
Securities, present in person or by proxy, shall constitute a quorum at any
meeting of the Holders of the Preferred Securities.



        (c)
If a quorum is present at a meeting, an affirmative vote by the Holders present,
in person or by proxy, holding Preferred Securities representing at least a
Majority in Liquidation Amount of the Preferred Securities held by the Holders
present, either in person or by proxy, at such meeting shall constitute the
action of the Holders of the Preferred Securities, unless this Trust Agreement
requires a lesser or greater number of affirmative votes.



        SECTION
6.3.     Voting Rights.



        Holders
shall be entitled to one vote for each $10,000 of Liquidation Amount represented
by their Outstanding Trust Securities in respect of any matter as to which such
Holders are entitled to vote.



        SECTION
6.4.     Proxies, Etc.



        At
any meeting of Holders, any Holder entitled to vote thereat may vote by proxy,
provided, that no proxy shall be voted at any meeting unless it shall have been
placed on file with the Administrative Trustees, or with such other officer or
agent of the Trust as the Administrative Trustees may direct, for verification
prior to the time at which such vote shall be taken. Pursuant to a resolution of
the Property Trustee, proxies may be solicited in the name of the Property
Trustee or one or more officers of the Property Trustee. Only Holders of record
shall be entitled to vote. When Trust Securities are held jointly by several
Persons, any one of them may vote at any meeting in person or by proxy in
respect of such Trust Securities, but if more than one of them shall be present
at such meeting in person or by proxy, and such joint owners or their proxies so
present disagree as to any vote to be cast, such vote shall not be received in
respect of such Trust Securities. A proxy purporting to be executed by or on
behalf of a Holder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger. No
proxy shall be valid more than three years after its date of execution.



        SECTION
6.5.     Holder Action by Written Consent.



        Any
action that may be taken by Holders at a meeting may be taken without a meeting
and without prior notice if Holders holding at least a Majority in Liquidation
Amount of all Preferred Securities entitled to vote in respect of such action
(or such lesser or greater proportion thereof as shall be required by any other
provision of this Trust Agreement) shall consent to the action in writing;
provided, that notice of such action is promptly provided to the Holders of
Preferred Securities that did not consent to such action. Any action that may be
taken by the Holders of all the Common Securities may be taken without a meeting
and without prior notice if such Holders shall consent to the action in writing.



        SECTION
6.6.     Record Date for Voting and Other Purposes.



        Except
as provided in Section 6.10(a), for the purposes of determining the
Holders who are entitled to notice of and to vote at any meeting or to act by
written consent, or to participate in any distribution on the Trust Securities
in respect of which a record date is not otherwise provided for in this Trust
Agreement, or for the purpose of any other action, the Administrative Trustees
may from time to time fix a date, not more than ninety (90) days prior to the
date of any meeting of Holders or the payment of a Distribution or other action,
as the case may be, as a record date for the determination of the identity of
the Holders of record for such purposes.



34















	


        SECTION
6.7.     Acts of Holders.



        (a)
Any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Trust Agreement to be given, made or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
thereof duly appointed in writing; and, except as otherwise expressly provided
herein, such action shall become effective when such instrument or instruments
are delivered to an Administrative Trustee. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the “Act” of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Trust Agreement and conclusive
in favor of the Trustees, if made in the manner provided in this Section
6.7.



        (b)
The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than such signer’s individual capacity,
such certificate or affidavit shall also constitute sufficient proof of such
signer’s authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner that any Trustee receiving the same deems
sufficient.



        (c)
The ownership of Trust Securities shall be proved by the Securities Register.



        (d) Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Trust Security shall bind every future Holder of the same
Trust Security and the Holder of every Trust Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustees, the
Administrative Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Trust Security.



        (e)
Without limiting the foregoing, a Holder entitled hereunder to take any action
hereunder with regard to any particular Trust Security may do so with regard to
all or any part of the Liquidation Amount of such Trust Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such Liquidation Amount.



        (f)
If any dispute shall arise among the Holders or the Trustees with respect to the
authenticity, validity or binding nature of any request, demand, authorization,
direction, notice, consent, waiver or other Act of such Holder or Trustee under
this Article VI, then the determination of such matter by the Property
Trustee shall be conclusive with respect to such matter.



35















	


        SECTION
6.8.     Inspection of Records.



        Upon
reasonable written notice to the Administrative Trustees and the Property
Trustee, the records of the Trust shall be open to inspection by any Holder
during normal business hours for any purpose reasonably related to such
Holder’s interest as a Holder.



        SECTION
6.9.     Limitations on Voting Rights.



        (a)
Except as expressly provided in this Trust Agreement and in the Indenture and as
otherwise required by law, no Holder of Preferred Securities shall have any
right to vote or in any manner otherwise control the administration, operation
and management of the Trust or the obligations of the parties hereto, nor shall
anything herein set forth, or contained in the terms of the Securities
Certificates, be construed so as to constitute the Holders from time to time as
partners or members of an association.



        (b)
So long as any Notes are held by the Property Trustee on behalf of the Trust,
the Property Trustee shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Note Trustee, or
exercise any trust or power conferred on the Property Trustee with respect to
the Notes, (ii) waive any past default that may be waived under Section
5.13 of the Indenture, (iii) exercise any right to rescind or annul a
declaration that the principal of all the Notes shall be due and payable or (iv)
consent to any amendment, modification or termination of the Indenture or the
Notes, where such consent shall be required, without, in each case, obtaining
the prior approval of the Holders of at least a Majority in Liquidation Amount
of the Preferred Securities; provided, that where a consent under the Indenture
would require the consent of each holder of Notes (or each Holder of Preferred
Securities) affected thereby, no such consent shall be given by the Property
Trustee without the prior written consent of each Holder of Preferred
Securities. The Property Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the Preferred Securities,
except by a subsequent vote of the Holders of the Preferred Securities. In
addition to obtaining the foregoing approvals of the Holders of the Preferred
Securities, prior to taking any of the foregoing actions, the Property Trustee
shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced
in such matters to the effect that such action shall not cause the Trust to be
taxable as a corporation or classified as other than a grantor trust for United
States federal income tax purposes.



        (c)
If any proposed amendment to the Trust Agreement provides for, or the Trustees
otherwise propose to effect, (i) any action that would adversely affect in any
material respect the powers, preferences or special rights of the Preferred
Securities, whether by way of amendment to the Trust Agreement or otherwise or
(ii) the dissolution, winding-up or termination of the Trust, other than
pursuant to the terms of this Trust Agreement, then the Holders of Outstanding
Preferred Securities as a class will be entitled to vote on such amendment or
proposal and such amendment or proposal shall not be effective except with the
approval of the Holders of at least a Majority in Liquidation Amount of the
Preferred Securities. Notwithstanding any other provision of this Trust
Agreement, no amendment to this Trust Agreement may be made if, as a result of
such amendment, it would cause the Trust to be taxable as a corporation or
classified as other than a grantor trust for United States federal income tax
purposes.



36















	


        SECTION
6.10.     Acceleration of Maturity; Rescission of Annulment; Waivers of Past Defaults.



        (a)
For so long as any Preferred Securities remain Outstanding, if, upon a Note
Event of Default, the Note Trustee fails or the holders of not less than twenty
five percent (25%) in principal amount of the outstanding Notes fail to declare
the principal of all of the Notes to be immediately due and payable, the Holders
of at least twenty-five percent (25%) in Liquidation Amount of the Preferred
Securities then Outstanding shall have the right to make such declaration by a
notice in writing to the Property Trustee, the Depositor and the Note Trustee.
At any time after a declaration of acceleration with respect to the Notes has
been made and before a judgment or decree for payment of the money due has been
obtained by the Note Trustee as provided in the Indenture, the Holders of at
least a Majority in Liquidation Amount of the Preferred Securities, by written
notice to the Property Trustee, the Depositor and the Note Trustee, may rescind
and annul such declaration and its consequences if:










	 	        (i)
the Depositor has paid or deposited with the Note Trustee a sum sufficient to pay:






	 	        (A)
all overdue installments of interest on all of the Notes;






	 	        (B)
any accrued Additional Interest on all of the Notes;






	 	        (C)
the principal of and any premium on any Notes that have become due otherwise than by such
declaration of acceleration and interest and Additional Interest thereon at the rate borne
by the Notes; and






	 	        (D)
all sums paid or advanced by the Note Trustee under the Indenture and the reasonable
compensation, expenses, disbursements and advances of the Note Trustee, the Property
Trustee and their agents and counsel; and






	 	        (ii)
all Note Events of Default, other than the non-payment of the principal of the Notes that
has become due solely by such acceleration, have been cured or waived as provided in  Section
5.13 of the Indenture.






	


        Upon
receipt by the Property Trustee of written notice requesting such an
acceleration, or rescission and annulment thereof, by Holders of any part of the
Preferred Securities, a record date shall be established for determining Holders
of Outstanding Preferred Securities entitled to join in such notice, which
record date shall be at the close of business on the day the Property Trustee
receives such notice. The Holders on such record date, or their duly designated
proxies, and only such Persons, shall be entitled to join in such notice,
whether or not such Holders remain Holders after such record date; provided,
that, unless such declaration of acceleration, or rescission and annulment, as
the case may be, shall have become effective by virtue of the requisite
percentage having joined in such notice prior to the day that is ninety (90)
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such ninety (90)-day period, a new written notice of
declaration of acceleration, or rescission and annulment thereof, as the case
may be, that is identical to a written notice that has been canceled pursuant to
the proviso to the preceding sentence, in which event a new record date shall be
established pursuant to the provisions of this Section 6.10(a).



37















	


        (b)
For so long as any Preferred Securities remain Outstanding, to the fullest
extent permitted by law and subject to the terms of this Trust Agreement and the
Indenture, upon a Note Event of Default specified in paragraph (a) or (b) of
Section 5.1 of the Indenture, any Holder of Preferred Securities shall
have the right to institute a proceeding directly against the Depositor,
pursuant to Section 5.8 of the Indenture, for enforcement of payment to
such Holder of any amounts payable in respect of Notes having an aggregate
principal amount equal to the aggregate Liquidation Amount of the Preferred
Securities of such Holder. Except as set forth in Section 6.10(a)
and this Section 6.10(b), the Holders of Preferred Securities shall have
no right to exercise directly any right or remedy available to the holders of,
or in respect of, the Notes.



        (c)
Notwithstanding paragraphs (a) and (b) of this Section 6.10, the Holders
of at least a Majority in Liquidation Amount of the Preferred Securities may, on
behalf of the Holders of all the Preferred Securities, waive any Note Event of
Default, except any Note Event of Default arising from the failure to pay any
principal of or any premium or interest on (including any Additional Interest)
the Notes (unless such Note Event of Default has been cured and a sum sufficient
to pay all matured installments of interest and all principal and premium on all
Notes due otherwise than by acceleration has been deposited with the Note
Trustee) or a Note Event of Default in respect of a covenant or provision that
under the Indenture cannot be modified or amended without the consent of the
holder of each outstanding Note. Upon any such waiver, such Note Event of
Default shall cease to exist and any Note Event of Default arising therefrom
shall be deemed to have been cured for every purpose of the Indenture; but no
such waiver shall affect any subsequent Note Event of Default or impair any
right consequent thereon.



        (d)
Notwithstanding paragraphs (a) and (b) of this Section 6.10, the Holders
of at least a Majority in Liquidation Amount of the Preferred Securities may, on
behalf of the Holders of all the Preferred Securities, waive any past Event of
Default and its consequences. Upon such waiver, any such Event of Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Trust Agreement, but no such waiver
shall extend to any subsequent or other Event of Default or impair any right
consequent thereon.



        (e)
The Holders of a Majority in Liquidation Amount of the Preferred Securities
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Property Trustee in respect of this
Trust Agreement or the Notes or exercising any trust or power conferred upon the
Property Trustee under this Trust Agreement; provided, that, subject to
Sections 8.5 and 8.7, the Property Trustee shall have the right to
decline to follow any such direction if the Property Trustee being advised by
counsel determines that the action so directed may not lawfully be taken, or if
the Property Trustee in good faith shall, by an officer or officers of the
Property Trustee, determine that the proceedings so directed would be illegal or
involve it in personal liability or be unduly prejudicial to the rights of
Holders not party to such direction, and provided, further, that nothing in this
Trust Agreement shall impair the right of the Property Trustee to take any
action deemed proper by the Property Trustee and which is not inconsistent with
such direction.



38















	


ARTICLE VII.



REPRESENTATIONS
AND WARRANTIES



        SECTION
7.1.     Representations and Warranties of the Property Trustee and the Delaware Trustee.



        The
Property Trustee and the Delaware Trustee, each severally on behalf of and as to
itself, hereby represents and warrants for the benefit of the Depositor and the
Holders that:



        (a)
the Property Trustee is a New York banking corporation, duly organized, validly existing
and in good standing under the laws of the State of New York;



        (b)
the Property Trustee has full corporate power, authority and legal right to execute,
deliver and perform its obligations under this Trust Agreement and has taken all
necessary  action to authorize the execution, delivery and performance by it of this
Trust Agreement;



        (c)
the Delaware Trustee is a Delaware banking corporation, duly organized, validly existing
and in good standing under the laws of the State of Delaware;



        (d)
the Delaware Trustee has full corporate power, authority and legal right to execute,
deliver and perform its obligations under this Trust Agreement and has taken all
necessary  action to authorize the execution, delivery and performance by it of this
Trust Agreement;



        (e)
this Trust Agreement has been duly authorized, executed and delivered by the Property
Trustee and the Delaware Trustee and constitutes the legal, valid and binding agreement
of  each of the Property Trustee and the Delaware Trustee enforceable against each of
them in  accordance with its terms, subject to applicable bankruptcy, insolvency and
similar laws  affecting creditors’ rights generally and to general principles of
equity;



        (f)
the execution, delivery and performance of this Trust Agreement have been duly authorized
by all necessary corporate or other action on the part of the Property Trustee and the
Delaware Trustee and do not require any approval of stockholders of the Property Trustee
and the Delaware Trustee and such execution, delivery and performance will not (i)
violate  the Articles of Association or By-laws of the Property Trustee or the Delaware
Trustee or  (ii) violate any applicable law, governmental rule or regulation of the
United States or  the State of Delaware, as the case may be, governing the banking, trust
or general powers  of the Property Trustee or the Delaware Trustee or any order, judgment
or decree  applicable to the Property Trustee or the Delaware Trustee;



        (g)
neither the authorization, execution or delivery by the Property Trustee or the Delaware
Trustee of this Trust Agreement nor the consummation of any of the transactions by the
Property Trustee or the Delaware Trustee contemplated herein requires the consent or
approval of, the giving of notice to, the registration with or the taking of any other
action with respect to any governmental authority or agency under any existing law of the
United States or the State of Delaware governing the banking, trust or general powers of
the Property Trustee or the Delaware Trustee, as the case may be; and



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        (h)
to the best of each of the Property Trustee’s and the Delaware Trustee’s
knowledge, there are no proceedings pending or threatened against or affecting the
Property Trustee or the Delaware Trustee in any court or before any governmental
authority, agency or arbitration board or tribunal that, individually or in the
aggregate,  would materially and adversely affect the Trust or would question the right,
power and  authority of the Property Trustee or the Delaware Trustee, as the case may be,
to enter  into or perform its obligations as one of the Trustees under this Trust
Agreement.



        SECTION
7.2.     Representations and Warranties of Depositor.



        The
Depositor hereby represents and warrants for the benefit of the Holders that:



        (a)
the Depositor is a corporation duly organized, validly existing and in good standing
under  the laws of its state of incorporation;



        (b)
the Depositor has full corporate power, authority and legal right to execute, deliver and
perform its obligations under this Trust Agreement and has taken all necessary action to
authorize the execution, delivery and performance by it of this Trust Agreement;



        (c)
this Trust Agreement has been duly authorized, executed and delivered by the Depositor
and  constitutes the legal, valid and binding agreement of the Depositor enforceable
against  the Depositor in accordance with its terms, subject to applicable bankruptcy,
insolvency  and similar laws affecting creditors’ rights generally and to general
principles of  equity;



        (d)
the Securities Certificates issued at the Closing Date on behalf of the Trust have been
duly authorized and will have been duly and validly executed, issued and delivered by the
applicable Trustees pursuant to the terms and provisions of, and in accordance with the
requirements of, this Trust Agreement and the Holders will be, as of such date, entitled
to the benefits of this Trust Agreement;



        (e)
the execution, delivery and performance of this Trust Agreement have been duly authorized
by all necessary corporate or other action on the part of the Depositor and do not
require  any approval of stockholders of the Depositor and such execution, delivery and
performance  will not (i) violate the articles or certificate of incorporation or by-laws
(or other  organizational documents) of the Depositor or (ii) violate any applicable law,
governmental rule or regulation governing the Depositor or any material portion of its
property or any order, judgment or decree applicable to the Depositor or any material
portion of its property;



        (f)
neither the authorization, execution or delivery by the Depositor of this Trust Agreement
nor the consummation of any of the transactions by the Depositor contemplated herein
requires the consent or approval of, the giving of notice to, the registration with or
the  taking of any other action with respect to any governmental authority or agency
under any  existing law governing the Depositor or any material portion of its property;
and



40















	


        (g)
there are no proceedings pending or, to the best of the Depositor’s knowledge,
threatened against or affecting the Depositor or any material portion of its property in
any court or before any governmental authority, agency or arbitration board or tribunal
that, individually or in the aggregate, would reasonably be expected to materially and
adversely affect the Trust or question the right, power and authority of the Depositor,
as  the case may be, to enter into or perform its obligations under this Trust Agreement.



ARTICLE VIII.



THE
TRUSTEES



        SECTION
8.1.     Number of Trustees.



        The
number of Trustees shall be five (5), provided, that the Property Trustee and
the Delaware Trustee may be the same Person, in which case the number of
Trustees shall be four (4). The number of Trustees may be increased or decreased
by Act of the Holder of the Common Securities subject to Sections 8.2,
8.3, and 8.4. The death, resignation, retirement, removal,
bankruptcy, incompetence or incapacity to perform the duties of a Trustee shall
not operate to annul, dissolve or terminate the Trust.



        SECTION
8.2.     Property Trustee Required.



        There
shall at all times be a Property Trustee hereunder with respect to the Trust
Securities. The Property Trustee shall be a corporation organized and doing
business under the laws of the United States or of any state thereof, authorized
to exercise corporate trust powers, having a combined capital and surplus of at
least fifty million dollars ($50,000,000), subject to supervision or examination
by federal or state authority and having an office within the United States. If
any such Person publishes reports of condition at least annually pursuant to law
or to the requirements of its supervising or examining authority, then for the
purposes of this Section 8.2, the combined capital and surplus of
such Person shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Property
Trustee shall cease to be eligible in accordance with the provisions of this
Section 8.2, it shall resign immediately in the manner and with the
effect hereinafter specified in this Article VIII.



        SECTION
8.3.     Delaware Trustee Required.



        (a)
If required by the Delaware Statutory Trust Act, there shall at all times be a
Delaware Trustee with respect to the Trust Securities. The Delaware Trustee
shall either be (i) a natural person who is at least 21 years of age and a
resident of the State of Delaware or (ii) a legal entity that has its principal
place of business in the State of Delaware, otherwise meets the requirements of
applicable Delaware law and shall act through one or more persons authorized to
bind such entity. If at any time the Delaware Trustee shall cease to be eligible
in accordance with the provisions of this Section 8.3, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article VIII.



        (b)
The Delaware Trustee shall not be entitled to exercise any powers, nor shall the
Delaware Trustee have any of the duties and responsibilities, of the Property
Trustee or the Administrative Trustees set forth herein. The Delaware Trustee
shall be one of the trustees of the Trust for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Delaware Statutory Trust Act
and for taking such actions as are required to be taken by a Delaware trustee
under the Delaware Statutory Trust Act. The duties (including fiduciary duties),
liabilities and obligations of the Delaware Trustee shall be limited to (a)
accepting legal process served on the Trust in the State of Delaware and (b) the
execution of any certificates required to be filed with the Secretary of State
of the State of Delaware that the Delaware Trustee is required to execute under
Section 3811 of the Delaware Statutory Trust Act and there shall be no other
duties (including fiduciary duties) or obligations, express or implied, at law
or in equity, of the Delaware Trustee.



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        SECTION
8.4.     Appointment of Administrative Trustees.



        (a)
There shall at all times be one or more Administrative Trustees hereunder with
respect to the Trust Securities. Each Administrative Trustee shall be either a
natural person who is at least 21 years of age or a legal entity that shall act
through one or more persons authorized to bind that entity. Each of the
individuals identified as an “Administrative Trustee” in the preamble
of this Trust Agreement hereby accepts his or her appointment as such.



        (b)
Except where a requirement for action by a specific number of Administrative
Trustees is expressly set forth in this Trust Agreement, any act required or
permitted to be taken by, and any power of the Administrative Trustees may be
exercised by, or with the consent of, any one such Administrative Trustee.
Whenever a vacancy in the number of Administrative Trustees shall occur, until
such vacancy is filled by the appointment of an Administrative Trustee in
accordance with Section 8.11, the Administrative Trustees in office,
regardless of their number (and notwithstanding any other provision of this
Trust Agreement), shall have all the powers granted to the Administrative
Trustees and shall discharge all the duties imposed upon the Administrative
Trustees by this Trust Agreement.



        SECTION
8.5.     Duties and Responsibilities of the Trustees.



        (a)
The rights, immunities, duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and there shall be no other duties (including
fiduciary duties) or obligations, express or implied, at law or in equity, of
the Trustees; provided, however, that if an Event of Default known to the
Property Trustee has occurred and is continuing, the Property Trustee shall,
prior to the receipt of directions, if any, from the Holders of at least a
Majority in Liquidation Amount of the Preferred Securities, exercise such of the
rights and powers vested in it by the Indenture, and use the same degree of care
and skill in its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs. Notwithstanding
the foregoing, no provision of this Trust Agreement shall require any of the
Trustees to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its or their rights or powers, if it or they shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not herein
expressly so provided, every provision of this Trust Agreement relating to the
conduct or affecting the liability of or affording protection to the Trustees
shall be subject to the provisions of this Section 8.5. To the extent
that, at law or in equity, a Trustee has duties and liabilities relating to the
Trust or to the Holders, such Trustee shall not be liable to the Trust or to any
Holder for such Trustee’s good faith reliance on the provisions of this
Trust Agreement. The provisions of this Trust Agreement, to the extent that they
restrict the duties and liabilities of the Trustees otherwise existing at law or
in equity, are agreed by the Depositor and the Holders to replace such other
duties and liabilities of the Trustees.



42















	


        (b)
All payments made by the Property Trustee or a Paying Agent in respect of the
Trust Securities shall be made only from the revenue and proceeds from the Trust
Property and only to the extent that there shall be sufficient revenue or
proceeds from the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof. Each Holder, by its
acceptance of a Trust Security, agrees that it will look solely to the revenue
and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally
liable to it for any amount distributable in respect of any Trust Security or
for any other liability in respect of any Trust Security. This Section
8.5(b) does not limit the liability of the Trustees expressly set forth
elsewhere in this Trust Agreement.



        (c)
No provisions of this Trust Agreement shall be construed to relieve the Property
Trustee from liability with respect to matters that are within the authority of
the Property Trustee under this Trust Agreement for its own negligent action,
negligent failure to act or willful misconduct, except that:










	 	        (i)
the Property Trustee shall not be liable for any error or judgment made in good faith by
an authorized officer of the Property Trustee, unless it shall be proved that the Property
Trustee was negligent in ascertaining the pertinent facts;






	 	        (ii)
the Property Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of at least a
Majority in Liquidation Amount of the Preferred Securities relating to the time, method
and place of conducting any proceeding for any remedy available to the Property Trustee
hereunder or under the Indenture, or exercising any trust or power conferred upon the
Property Trustee under this Trust Agreement;






	 	        (iii)
the Property Trustee’s sole duty with respect to the custody, safe keeping and
physical preservation of the Notes and the Payment Account shall be to deal with such
Property in a similar manner as the Property Trustee deals with similar property for its
own account, subject to the protections and limitations on liability afforded to the
Property Trustee under this Trust Agreement;






	 	        (iv)
the Property Trustee shall not be liable for any interest on any money received by it
except as it may otherwise agree with the Depositor; and money held by the Property
Trustee need not be segregated from other funds held by it except in relation to the
Payment Account maintained by the Property Trustee pursuant to Section 3.1 and except to
the extent otherwise required by law; and






	 	        (v)
the Property Trustee shall not be responsible for monitoring the compliance by the
Administrative Trustees or the Depositor with their respective duties under this Trust
Agreement, nor shall the Property Trustee be liable for the default or misconduct of any
other Trustee or the Depositor.






	


43















	


        SECTION
8.6.     Notices of Defaults and Extensions.



        (a)
Within ninety (90) days after the occurrence of a default actually known to the
Property Trustee, the Property Trustee shall transmit notice of such default to
the Holders, the Administrative Trustees and the Depositor, unless such default
shall have been cured or waived; provided, that, except in the case of a default
in the payment of the principal of or any premium or interest (including any
Additional Interest) on any Trust Security, the Property Trustee shall be fully
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Property Trustee in good faith determines that the withholding
of such notice is in the interests of the Holders of the Trust Securities. For
the purpose of this Section 8.6, the term “default” means any
event that is, or after notice or lapse of time or both would become, an Event
of Default.



        (b)
Within five (5) Business Days after the receipt of notice of the
Depositor’s exercise of its right to defer the payment of interest on the
Notes pursuant to the Indenture, the Property Trustee shall transmit, in the
manner and to the extent provided in Section 10.8, notice of such
exercise to the Holders and the Administrative Trustees, unless such exercise
shall have been revoked.



        (c)
The Property Trustee shall not be deemed to have knowledge of any Event of
Default unless the Property Trustee shall have received written notice thereof
from the Depositor, any Administrative Trustee or any Holder or unless an
officer of the Property Trustee charged with the administration of this Trust
Agreement shall have obtained actual knowledge of such Event of Default.



        (d)
The Property Trustee shall notify all Holders of the Preferred Securities of any
notice of default received with respect to the Notes.



        SECTION
8.7.     Certain Rights of Property Trustee.



        Subject
to the provisions of Section 8.5:



        (a)
the Property Trustee may conclusively rely and shall be protected in acting or
refraining from acting in good faith and in accordance with the terms hereof
upon any resolution, Opinion of Counsel, certificate, written representation of
a Holder or transferee, certificate of auditors or any other resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, appraisal, bond, debenture, note, other evidence of indebtedness
or other paper or document believed by it to be genuine and to have been signed
or presented by the proper party or parties;



        (b)
if (i) in performing its duties under this Trust Agreement the Property Trustee
is required to decide between alternative courses of action, (ii) in construing
any of the provisions of this Trust Agreement the Property Trustee finds a
provision ambiguous or inconsistent with any other provisions contained herein
or (iii) the Property Trustee is unsure of the application of any provision of
this Trust Agreement, then, except as to any matter as to which the Holders of
the Preferred Securities are entitled to vote under the terms of this Trust
Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting the Depositor’s written instruction as to the course of action
to be taken and the Property Trustee shall take such action, or refrain from
taking such action, as the Property Trustee shall be instructed in writing to
take, or to refrain from taking, by the Depositor; provided, that if the
Property Trustee does not receive such instructions of the Depositor within ten
(10) Business Days after it has delivered such notice or such reasonably shorter
period of time set forth in such notice, the Property Trustee may, but shall be
under no duty to, take such action, or refrain from taking such action, as the
Property Trustee shall deem advisable and in the best interests of the Holders,
in which event the Property Trustee shall have no liability except for its own
negligence, bad faith or willful misconduct;



44















	


        (c)
any direction or act of the Depositor contemplated by this Trust Agreement shall
be sufficiently evidenced by an Officers’ Certificate unless otherwise
expressly provided herein;



        (d)
any direction or act of an Administrative Trustee contemplated by this Trust
Agreement shall be sufficiently evidenced by a certificate executed by such
Administrative Trustee and setting forth such direction or act;



        (e)
the Property Trustee shall have no duty to see to any recording, filing or
registration of any instrument (including any financing or continuation
statement or any filing under tax or securities laws) or any re-recording,
re-filing or re-registration thereof;



        (f)
the Property Trustee may consult with counsel (which counsel may be counsel to
the Property Trustee, the Depositor or any of its Affiliates, and may include
any of its employees) and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon and in accordance with
such advice; the Property Trustee shall have the right at any time to seek
instructions concerning the administration of this Trust Agreement from any
court of competent jurisdiction;



        (g)
the Property Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Trust Agreement at the request or direction of
any of the Holders pursuant to this Trust Agreement, unless such Holders shall
have offered to the Property Trustee reasonable security or indemnity against
the costs, expenses (including reasonable attorneys’ fees and expenses) and
liabilities that might be incurred by it in compliance with such request or
direction, including reasonable advances as may be requested by the Property
Trustee;



        (h)
the Property Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or other paper or document,
unless requested in writing to do so by one or more Holders, but the Property
Trustee may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Property Trustee shall determine to make
such inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Depositor, personally or by agent or attorney;



45















	


        (i)
the Property Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through its agents,
attorneys, custodians or nominees and the Property Trustee shall not be
responsible for any negligence or misconduct on the part of any such agent,
attorney, custodian or nominee appointed with due care by it hereunder;



        (j)
whenever in the administration of this Trust Agreement the Property Trustee
shall deem it desirable to receive instructions with respect to enforcing any
remedy or right hereunder, the Property Trustee (i) may request instructions
from the Holders (which instructions may only be given by the Holders of the
same proportion in Liquidation Amount of the Trust Securities as would be
entitled to direct the Property Trustee under this Trust Agreement in respect of
such remedy, right or action), (ii) may refrain from enforcing such remedy or
right or taking such other action until such instructions are received and (iii)
shall be protected in acting in accordance with such instructions;



        (k)
except as otherwise expressly provided by this Trust Agreement, the Property
Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Trust Agreement;



        (l)
without prejudice to any other rights available to the Property Trustee under
applicable law, when the Property Trustee incurs expenses or renders services in
connection with a Bankruptcy Event, such expenses (including legal fees and
expenses of its agents and counsel) and the compensation for such services are
intended to constitute expenses of administration under any bankruptcy law or
law relating to creditors rights generally; and



        (m)
whenever in the administration of this Trust Agreement the Property Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Property Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, request and rely on an Officers’ Certificate which, upon receipt
of such request, shall be promptly delivered by the Depositor.



        No
provision of this Trust Agreement shall be deemed to impose any duty or
obligation on any Trustee to perform any act or acts or exercise any right,
power, duty or obligation conferred or imposed on it, in any jurisdiction in
which it shall be illegal, or in which such Person shall be unqualified or
incompetent in accordance with applicable law, to perform any such act or acts,
or to exercise any such right, power, duty or obligation.



        SECTION
8.8.     Delegation of Power.



        Any
Trustee may, by power of attorney consistent with applicable law, delegate to
any other natural person over the age of 21 its, his or her power for the
purpose of executing any documents contemplated in Section 2.5. The
Trustees shall have power to delegate from time to time to such of their number
or to the Depositor the doing of such things and the execution of such
instruments either in the name of the Trust or the names of the Trustees or
otherwise as the Trustees may deem expedient, to the extent such delegation is
not prohibited by applicable law or contrary to the provisions of this Trust
Agreement.



46















	


        SECTION
8.9.     May Hold Securities.



        Any
Trustee or any other agent of any Trustee or the Trust, in its individual or any
other capacity, may become the owner or pledgee of Trust Securities and except
as provided in the definition of the term “Outstanding” in Article
I, may otherwise deal with the Trust with the same rights it would have if
it were not a Trustee or such other agent.



        SECTION
8.10.     Compensation; Reimbursement; Indemnity.



        The
Depositor agrees:



        (a)
to pay to the Trustees from time to time such reasonable compensation for all
services rendered by them hereunder as may be agreed by the Depositor and the
Trustees from time to time (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);



        (b)
to reimburse the Trustees upon request for all reasonable expenses,
disbursements and advances incurred or made by the Trustees in accordance with
any provision of this Trust Agreement (including the reasonable compensation and
the expenses and disbursements of their agents and counsel), except any such
expense, disbursement or advance as may be attributable to their gross
negligence, bad faith or willful misconduct; and



        (c)
to the fullest extent permitted by applicable law, to indemnify and hold
harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any officer,
director, shareholder, employee, representative or agent of any Trustee or any
Affiliate of any Trustee and (iv) any employee or agent of the Trust (referred
to herein as an “Indemnified Person”) from and against any loss,
damage, liability, tax (other than income, franchise or other taxes imposed on
amounts paid pursuant to Section 8.10(a) or (b) hereof), penalty,
expense or claim of any kind or nature whatsoever incurred without negligence,
bad faith or willful misconduct on its part, arising out of or in connection
with the acceptance or administration of the Trust hereunder, including the
advancement of funds to cover the reasonable costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.



        The
Trust shall have no payment, reimbursement or indemnity obligations to the
Trustees under this Section 8.10. The provisions of this Section
8.10 shall survive the termination of this Trust Agreement and the earlier
removal or resignation of any Trustee.



        No
Trustee may claim any Lien on any Trust Property whether before or after
termination of the Trust as a result of any amount due pursuant to this
Section 8.10.



        To
the fullest extent permitted by law, in no event shall the Property Trustee and
the Delaware Trustee be liable for any indirect, special, punitive or
consequential loss or damage of any kind whatsoever, including, but not limited
to, lost profits, even if the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action.



        In
no event shall the Property Trustee and the Delaware Trustee be liable for any
failure or delay in the performance of its obligations hereunder because of
circumstances beyond its control, including, but not limited to, acts of God,
flood, war (whether declared or undeclared), terrorism, fire, riot, embargo,
government action, including any laws, ordinances, regulations, governmental
action or the like which delay, restrict or prohibit the providing of the
services contemplated by this Trust Agreement.



47















	


        SECTION
8.11.     Resignation and Removal; Appointment of Successor.



        (a)
No resignation or removal of any Trustee and no appointment of a successor
Trustee pursuant to this Article VIII shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 8.12.



        (b)
A Trustee may resign at any time by giving written notice thereof to the
Depositor and, in the case of the Property Trustee and the Delaware Trustee, to
the Holders.



        (c)
Unless an Event of Default shall have occurred and be continuing, the Property
Trustee or the Delaware Trustee, or both of them, may be removed (with or
without cause) at any time by Act of the Holder of Common Securities. If an
Event of Default shall have occurred and be continuing, the Property Trustee or
the Delaware Trustee, or both of them, may be removed (with or without cause) at
such time by Act of the Holders of at least a Majority in Liquidation Amount of
the Preferred Securities, delivered to the removed Trustee (in its individual
capacity and on behalf of the Trust). An Administrative Trustee may be removed
(with or without cause) only by Act of the Holder of the Common Securities at
any time.



        (d)
If any Trustee shall resign, be removed or become incapable of acting as
Trustee, or if a vacancy shall occur in the office of any Trustee for any
reason, at a time when no Event of Default shall have occurred and be
continuing, the Holder of the Common Securities, by Act of the Holder of the
Common Securities, shall promptly appoint a successor Trustee or Trustees, and
such successor Trustee and the retiring Trustee shall comply with the applicable
requirements of Section 8.12. If the Property Trustee or the Delaware
Trustee shall resign, be removed or become incapable of continuing to act as the
Property Trustee or the Delaware Trustee, as the case may be, at a time when an
Event of Default shall have occurred and be continuing, the Holders of the
Preferred Securities, by Act of the Holders of a Majority in Liquidation Amount
of the Preferred Securities, shall promptly appoint a successor Property Trustee
or Delaware Trustee, and such successor Property Trustee or Delaware Trustee and
the retiring Property Trustee or Delaware Trustee shall comply with the
applicable requirements of Section 8.12. If an Administrative Trustee
shall resign, be removed or become incapable of acting as Administrative
Trustee, at a time when an Event of Default shall have occurred and be
continuing, the Holder of the Common Securities by Act of the Holder of Common
Securities shall promptly appoint a successor Administrative Trustee and such
successor Administrative Trustee and the retiring Administrative Trustee shall
comply with the applicable requirements of Section 8.12. If no successor
Trustee shall have been so appointed by the Holder of the Common Securities or
Holders of the Preferred Securities, as the case may be, and accepted
appointment in the manner required by Section 8.12 within thirty (30)
days after the giving of a notice of resignation by a Trustee, the removal of a
Trustee, or a Trustee becoming incapable of acting as such Trustee, any Holder
who has been a Holder of Preferred Securities for at least six (6) months may,
on behalf of himself and all others similarly situated, and any resigning
Trustee may, in each case, at the expense of the Depositor, petition any court
of competent jurisdiction for the appointment of a successor Trustee.



48















	


        (e)
The Depositor shall give notice of each resignation and each removal of the
Property Trustee or the Delaware Trustee and each appointment of a successor
Property Trustee or Delaware Trustee to all Holders in the manner provided in
Section 10.8. Each notice shall include the name of the successor
Property Trustee or Delaware Trustee and the address of its Corporate Trust
Office if it is the Property Trustee.



        (f)
Notwithstanding the foregoing or any other provision of this Trust Agreement, in
the event any Administrative Trustee or a Delaware Trustee who is a natural
person dies or becomes, in the opinion of the Holder of Common Securities,
incompetent or incapacitated, the vacancy created by such death, incompetence or
incapacity may be filled by (i) the unanimous act of the remaining
Administrative Trustees if there are at least two of them or (ii) otherwise by
the Holder of the Common Securities (with the successor in each case being a
Person who satisfies the eligibility requirement for Administrative Trustees or
Delaware Trustee, as the case may be, set forth in Sections 8.3 and
8.4).



        (g)
Upon the appointment of a successor Delaware Trustee, such successor Delaware
Trustee shall file a Certificate of Amendment to the Certificate of Trust in
accordance with Section 3810 of the Delaware Statutory Trust Act.



        SECTION
8.12.     Acceptance of Appointment by Successor.



        (a)
In case of the appointment hereunder of a successor Trustee, each successor
Trustee shall execute and deliver to the Depositor and to the retiring Trustee
an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on
request of the Trust or any successor Trustee such retiring Trustee shall, upon
payment of its charges, duly assign, transfer and deliver to such successor
Trustee all Trust Property, all proceeds thereof and money held by such retiring
Trustee hereunder with respect to the Trust Securities and the Trust.



        (b)
Upon request of any such successor Trustee, the Trust (or the retiring Trustee
if requested by the Depositor) shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts referred to in the preceding paragraph.



        (c)
No successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this
Article VIII.



        SECTION
8.13.     Merger, Conversion, Consolidation or Succession to Business.



        Any
Person into which the Property Trustee or the Delaware Trustee may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which such Trustee shall be a party, or
any Person succeeding to all or substantially all the corporate trust business
of such Trustee, shall be the successor of such Trustee hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided, that such Person shall be otherwise qualified and
eligible under this Article VIII.



49















	


        SECTION
8.14.     Not Responsible for Recitals or Issuance of Securities.



        The
recitals contained herein and in the Securities Certificates shall be taken as
the statements of the Trust and the Depositor, and the Trustees do not assume
any responsibility for their correctness. The Trustees make no representations
as to the title to, or value or condition of, the property of the Trust or any
part thereof, nor as to the validity or sufficiency of this Trust Agreement, the
Notes or the Trust Securities. The Trustees shall not be accountable for the use
or application by the Depositor of the proceeds of the Notes.



        SECTION
8.15.     Property Trustee May File Proofs of Claim.



        (a)
In case of any Bankruptcy Event (or event that with the passage of time would
become a Bankruptcy Event) relative to the Trust or any other obligor upon the
Trust Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Trust Securities shall then be due and payable and irrespective of whether
the Property Trustee shall have made any demand on the Trust for the payment of
any past due Distributions) shall be entitled and empowered, to the fullest
extent permitted by law, by intervention in such proceeding or otherwise:










	 	        (i)
to file and prove a claim for the whole amount of any Distributions owing and unpaid in
respect of the Trust Securities and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Property Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of the
Property Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding; and






	 	        (ii)
to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;






	


and  any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other  similar official in any such
proceeding is hereby authorized by each Holder to  make such payments to the Property
Trustee and, in the event the Property  Trustee shall consent to the making of such
payments directly to the Holders, to  pay to the Property Trustee first any amount due it
for the reasonable  compensation, expenses, disbursements and advances of the Property
Trustee, its  agents and counsel, and any other amounts due the Property Trustee.



        (b)
Nothing herein contained shall be deemed to authorize the Property Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or compensation affecting the Trust
Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.



50















	


        SECTION
8.16.     Reports to and from the Property Trustee.



        (a)
The Depositor and the Administrative Trustees shall deliver to the Property
Trustee, not later than forty five (45) days after the end of each of the first
three fiscal quarters of the Depositor and not later than ninety (90) days after
the end of each fiscal year of the Depositor ending after the date of this Trust
Agreement, an Officers’ Certificate covering the preceding fiscal period,
stating whether or not to the knowledge of the signers thereof the Depositor and
the Trust are in default in the performance or observance of any of the terms,
provisions and conditions of this Trust Agreement (without regard to any period
of grace or requirement of notice provided hereunder) and, if the Depositor or
the Trust shall be in default, specifying all such defaults and the nature and
status thereof of which they have knowledge.



        (b)
The Depositor shall furnish to (i) the Property Trustee, (ii) the Purchaser and
(iii) any Owner of the Preferred Securities reasonably identified to the
Depositor and the Trust (which identification may be made either by such Owner
or by the Placement Agent or Purchaser), a duly completed and executed
certificate in the form attached hereto as Exhibit G, including the financial
statements referenced in such Exhibit, which certificate and financial
statements shall be so furnished by the Depositor not later than forty five (45)
days after the end of each of the first three fiscal quarters of each fiscal
year of the Depositor and not later than ninety (90) days after the end of each
fiscal year of the Depositor.



        (c)
The Property Trustee shall obtain all reports, certificates and information,
which it is entitled to obtain under each of the Operative Documents.



ARTICLE IX.



TERMINATION,
LIQUIDATION AND MERGER



        SECTION
9.1.     Dissolution Upon Expiration Date.



        Unless
earlier dissolved, the Trust shall automatically dissolve on December 30, 2038
(the “Expiration Date”), and the Trust Property shall be liquidated in
accordance with Section 9.4.



        SECTION
9.2.     Early Termination.



        The
first to occur of any of the following events is an “Early Termination
Event”, upon the occurrence of which the Trust shall be dissolved:



        (a)
the occurrence of a Bankruptcy Event in respect of, or the dissolution or
liquidation of, the Depositor, in its capacity as the Holder of the Common
Securities, unless the Depositor shall have transferred the Common Securities as
provided by Section 5.11, in which case this provision shall refer
instead to any such successor Holder of the Common Securities;



        (b)
the written direction to the Property Trustee from the Holder of the Common
Securities at any time to dissolve the Trust and, after satisfaction of any
liabilities of the Trust as required by applicable law, to distribute the Notes
to Holders in exchange for the Preferred Securities (which direction is optional
and wholly within the discretion of the Holder of the Common Securities),
provided, that the Holder of the Common Securities shall have received the prior
approval of the Federal Reserve if then required;



51















	


        (c)
the redemption of all of the Preferred Securities in connection with the payment
at maturity or redemption of all the Notes; and



        (d)
the entry of an order for dissolution of the Trust by a court of competent
jurisdiction.



        SECTION
9.3.     Termination.



        The
respective obligations and responsibilities of the Trustees and the Trust shall
terminate upon the latest to occur of the following: (a) the distribution by the
Property Trustee to Holders of all amounts required to be distributed hereunder
upon the liquidation of the Trust pursuant to Section 9.4, or upon the
redemption of all of the Trust Securities pursuant to Section 4.2;
(b) the satisfaction of any expenses owed by the Trust; and (c) the discharge of
all administrative duties of the Administrative Trustees, including the
performance of any tax reporting obligations with respect to the Trust or the
Holders.



        SECTION
9.4.     Liquidation.



        (a)
If an Early Termination Event specified in Section 9.2(a), (b) or
(d) occurs or upon the Expiration Date, the Trust shall be liquidated by
the Property Trustee as expeditiously as the Property Trustee shall determine to
be possible by distributing, after satisfaction of liabilities to creditors of
the Trust as provided by applicable law, to each Holder a Like Amount of Notes,
subject to Section 9.4(d). Notice of liquidation shall be given by the
Property Trustee not less than thirty (30) nor more than sixty (60) days prior
to the Liquidation Date to each Holder of Trust Securities at such Holder’s
address appearing in the Securities Register. All such notices of liquidation
shall:










	 	        (i)
state the Liquidation Date;






	 	        (ii)
state that from and after the Liquidation Date, the Trust Securities will no longer be
deemed to be Outstanding and (subject to Section 9.4(d)) any Securities
Certificates not surrendered for exchange will be deemed to represent a Like Amount of
Notes; and






	 	        (iii)
provide such information with respect to the mechanics by which Holders may exchange
Securities Certificates for Notes, or if Section 9.4(d) applies, receive a
Liquidation Distribution, as the Property Trustee shall deem appropriate.






	


        (b)
Except where Section 9.2(c) or 9.4(d) applies, in order to effect
the liquidation of the Trust and distribution of the Notes to Holders, the
Property Trustee, either itself acting as exchange agent or through the
appointment of a separate exchange agent, shall establish a record date for such
distribution (which shall not be more than forty-five (45) days prior to the
Liquidation Date nor prior to the date on which notice of such liquidation is
given to the Holders) and establish such procedures as it shall deem appropriate
to effect the distribution of Notes in exchange for the Outstanding Securities
Certificates.



52















	


        (c)
Except where Section 9.2(c) or 9.4(d) applies, after the
Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) certificates representing a Like Amount of Notes will be
issued to Holders of Securities Certificates, upon surrender of such
Certificates to the exchange agent for exchange, (iii) the Depositor shall use
its best efforts to have the Notes listed on the New York Stock Exchange or on
such other exchange, interdealer quotation system or self-regulatory
organization on which the Preferred Securities are then listed, if any, (iv)
Securities Certificates not so surrendered for exchange will be deemed to
represent a Like Amount of Notes bearing accrued and unpaid interest in an
amount equal to the accumulated and unpaid Distributions on such Securities
Certificates until such certificates are so surrendered (and until such
certificates are so surrendered, no payments of interest or principal will be
made to Holders of Securities Certificates with respect to such Notes) and (v)
all rights of Holders holding Trust Securities will cease, except the right of
such Holders to receive Notes upon surrender of Securities Certificates.



        (d)
Notwithstanding the other provisions of this Section 9.4, if distribution
of the Notes in the manner provided herein is determined by the Property Trustee
not to be permitted or practical, the Trust Property shall be liquidated, and
the Trust shall be wound up by the Property Trustee in such manner as the
Property Trustee determines. In such event, Holders will be entitled to receive
out of the assets of the Trust available for distribution to Holders, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, an amount equal to the Liquidation Amount per Trust Security plus
accumulated and unpaid Distributions thereon to the date of payment (such amount
being the “Liquidation Distribution”). If, upon any such winding up
the Liquidation Distribution can be paid only in part because the Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts payable
by the Trust on the Trust Securities shall be paid on a pro rata basis (based
upon Liquidation Amounts). The Holder of the Common Securities will be entitled
to receive Liquidation Distributions upon any such winding up pro rata (based
upon Liquidation Amounts) with Holders of all Trust Securities, except that, if
an Event of Default has occurred and is continuing, the Preferred Securities
shall have a priority over the Common Securities as provided in Section
4.3.



        SECTION
9.5.     Mergers, Consolidations, Amalgamations or Replacements of Trust.



        The
Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or
convey, transfer or lease its properties and assets substantially as an entirety
to, any Person except pursuant to this Article IX. At the request of the
Holders of the Common Securities, without the consent of the Holders of the
Preferred Securities, the Trust may merge with or into, consolidate, amalgamate,
or be replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to a trust organized as such under the laws of any
State; provided, that:



        (a)
such successor entity either (i) expressly assumes all of the obligations of the
Trust under this Trust Agreement with respect to the Preferred Securities or
(ii) substitutes for the Preferred Securities other securities having
substantially the same terms as the Preferred Securities (such other Securities,
the “Successor Securities”) so long as the Successor Securities have
the same priority as the Preferred Securities with respect to distributions and
payments upon liquidation, redemption and otherwise;



53















	


        (b)
a trustee of such successor entity possessing substantially the same powers and
duties as the Property Trustee is appointed to hold the Notes;



        (c)
if the Preferred Securities or the Notes are rated, such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Preferred Securities or the Notes (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating organization that
then assigns a rating to the Preferred Securities or the Notes;



        (d)
the Preferred Securities are listed, or any Successor Securities will be listed
upon notice of issuance, on any national securities exchange or interdealer
quotation system on which the Preferred Securities are then listed, if any;



        (e)
such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights, preferences and privileges of the
Holders of the Preferred Securities (including any Successor Securities) in any
material respect;



        (f)
such successor entity has a purpose substantially identical to that of the
Trust;



        (g)
prior to such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease, the Depositor has received an Opinion of Counsel to the
effect that (i) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Preferred Securities (including any
Successor Securities) in any material respect; (ii) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, neither
the Trust nor such successor entity will be required to register as an
“investment company” under the Investment Company Act and (iii)
following such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease, the Trust (or the successor entity) will continue to be
classified as a grantor trust for U.S. federal income tax purposes; and



        (h)
the Depositor or its permitted transferee owns all of the common securities of
such successor entity and guarantees the obligations of such successor entity
under the Successor Securities at least to the extent provided by the Guarantee
Agreement.



Notwithstanding  the foregoing,
the Trust shall not, except with the consent of Holders of all of  the Preferred
Securities, consolidate, amalgamate, merge with or into, or be  replaced by or convey,
transfer or lease its properties and assets substantially  as an entirety to any other
Person or permit any other entity to consolidate,  amalgamate, merge with or into, or
replace, the Trust if such consolidation,  amalgamation, merger, replacement, conveyance,
transfer or lease would cause the  Trust or the successor entity to be taxable as a
corporation or classified as  other than a grantor trust for United States federal income
tax purposes or  cause the Notes to be treated as other than indebtedness of the
Depositor for  United States federal income tax purposes.



54















	


ARTICLE X.



MISCELLANEOUS
PROVISIONS



        SECTION
10.1.     Limitation of Rights of Holders.



        Except
as set forth in Section 9.2, the death, bankruptcy, termination,
dissolution or incapacity of any Person having an interest, beneficial or
otherwise, in Trust Securities shall not operate to terminate this Trust
Agreement, nor annul, dissolve or terminate the Trust nor entitle the legal
representatives or heirs of such Person or any Holder for such Person, to claim
an accounting, take any action or bring any proceeding in any court for a
partition or winding up of the arrangements contemplated hereby, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.



        SECTION
10.2.     Agreed Tax Treatment of Trust and Trust Securities.



        The
parties hereto and, by its acceptance or acquisition of a Trust Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, such Trust Security intend and agree to treat the Trust
as a grantor trust for United States federal, state and local tax purposes, and
to treat the Trust Securities (including all payments and proceeds with respect
to such Trust Securities) as undivided beneficial ownership interests in the
Trust Property (and payments and proceeds therefrom, respectively) for United
States federal, state and local tax purposes. The provisions of this Trust
Agreement shall be interpreted to further this intention and agreement of the
parties.



        SECTION
10.3.     Amendment.



        (a)
This Trust Agreement may be amended from time to time by the Property Trustee,
the Administrative Trustees and the Holder of all the Common Securities, without
the consent of any Holder of the Preferred Securities, (i) to cure any
ambiguity, correct or supplement any provision herein that may be defective or
inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Trust Agreement, which
shall not be inconsistent with the other provisions of this Trust Agreement,
(ii) to modify, eliminate or add to any provisions of this Trust Agreement to
such extent as shall be necessary to ensure that the Trust will neither be
taxable as a corporation nor be classified as other than a grantor trust for
United States federal income tax purposes at all times that any Trust Securities
are Outstanding or to ensure that the Notes are treated as indebtedness of the
Depositor for United States federal income tax purposes, or to ensure that the
Trust will not be required to register as an “investment company”
under the Investment Company Act or (iii) to add to the covenants, restrictions
or obligations of the Depositor; provided, that in the case of clauses (i), (ii)
or (iii), such action shall not adversely affect in any material respect the
interests of any Holder.



        (b)
Except as provided in Section 10.3(c), any provision of this Trust
Agreement may be amended by the Property Trustee, the Administrative Trustees
and the Holder of all of the Common Securities and with (i) the consent of
Holders of at least a Majority in Liquidation Amount of the Preferred Securities
and (ii) receipt by the Trustees of an Opinion of Counsel to the effect that
such amendment or the exercise of any power granted to the Trustees in
accordance with such amendment will not cause the Trust to be taxable as a
corporation or classified as other than a grantor trust for United States
federal income tax purposes or affect the treatment of the Notes as indebtedness
of the Depositor for United States federal income tax purposes or affect the
Trust’s exemption from status (or from any requirement to register) as an
“investment company” under the Investment Company Act.



55















	


        (c)
Notwithstanding any other provision of this Trust Agreement, without the consent
of each Holder, this Trust Agreement may not be amended to (i) change the
accrual rate, amount, currency or timing of any Distribution on or the
redemption price of the Trust Securities or otherwise adversely affect the
amount of any Distribution or other payment required to be made in respect of
the Trust Securities as of a specified date, (ii) restrict or impair the right
of a Holder to institute suit for the enforcement of any such payment on or
after such date, (iii) reduce the percentage of aggregate Liquidation Amount of
Outstanding Preferred Securities, the consent of whose Holders is required for
any such amendment, or the consent of whose Holders is required for any waiver
of compliance with any provision of this Trust Agreement or of defaults
hereunder and their consequences provided for in this Trust Agreement; (iv)
impair or adversely affect the rights and interests of the Holders in the Trust
Property, or permit the creation of any Lien on any portion of the Trust
Property; or (v) modify the definition of “Outstanding,” this
Section 10.3(c), Sections 4.1, 4.2, 4.3,
6.10(e) or Article IX.



        (d)
Notwithstanding any other provision of this Trust Agreement, no Trustee shall
enter into or consent to any amendment to this Trust Agreement that would cause
the Trust to be taxable as a corporation or to be classified as other than a
grantor trust for United States federal income tax purposes or that would cause
the Notes to fail or cease to be treated as indebtedness of the Depositor for
United States federal income tax purposes or that would cause the Trust to fail
or cease to qualify for the exemption from status (or from any requirement to
register) as an “investment company” under the Investment Company Act.



        (e)
If any amendment to this Trust Agreement is made, the Administrative Trustees or
the Property Trustee shall promptly provide to the Depositor a copy of such
amendment.



        (f)
No Trustee shall be required to enter into any amendment to this Trust Agreement
that affects its own rights, duties or immunities under this Trust Agreement.
The Trustees shall be entitled to receive an Opinion of Counsel and an
Officers’ Certificate stating that any amendment to this Trust Agreement is
in compliance with this Trust Agreement and all conditions precedent herein
provided for relating to such action have been met.



        (g)
No amendment or modification to this Trust Agreement that adversely affects in
any material respect the rights, duties, liabilities, indemnities or immunities
of the Delaware Trustee hereunder shall be permitted without the prior written
consent of the Delaware Trustee.



        SECTION
10.4.     Separability.



        If
any provision in this Trust Agreement or in the Securities Certificates shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby,
and there shall be deemed substituted for the provision at issue a valid, legal
and enforceable provision as similar as possible to the provision at issue.



56















	


        SECTION
10.5.     Governing Law.



        THIS
TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS, THE
TRUST, THE DEPOSITOR AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT AND
THE TRUST SECURITIES SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS CONFLICTS
OF LAWS PROVISIONS.



        SECTION
10.6.     Successors.



        This
Trust Agreement shall be binding upon and shall inure to the benefit of any
successor to the Depositor, the Trust and any Trustee, including any successor
by operation of law. Except in connection with a transaction involving the
Depositor that is permitted under Article VIII of the Indenture and
pursuant to which the assignee agrees in writing to perform the Depositor’s
obligations hereunder, the Depositor shall not assign its obligations hereunder.



        SECTION
10.7.     Headings.



        The
Article and Section headings are for convenience only and shall not affect the
construction of this Trust Agreement.



        SECTION
10.8.     Reports, Notices and Demands.



        (a)
Any report, notice, demand or other communication that by any provision of this
Trust Agreement is required or permitted to be given or served to or upon any
Holder or the Depositor may be given or served in writing delivered in person,
or by reputable, overnight courier, by telecopy or by deposit thereof,
first-class postage prepaid, in the United States mail, addressed, (a) in the
case of a Holder of Preferred Securities, to such Holder as such Holder’s
name and address may appear on the Securities Register; and (b) in the case of
the Holder of all the Common Securities or the Depositor, to Simmons First
National Corporation, P.O. Box 7009, Pine Bluff, Arkansas 71611, Attention:
Executive Vice President and Chief Financial Officer, or to such other address
as may be specified in a written notice by the Holder of all the Common
Securities or the Depositor, as the case may be, to the Property Trustee. Such
report, notice, demand or other communication to or upon a Holder or the
Depositor shall be deemed to have been given when received in person, within one
(1) Business Day following delivery by overnight courier, when telecopied with
receipt confirmed, or within three (3) Business Days following delivery by mail,
except that if a notice or other document is refused delivery or cannot be
delivered because of a changed address of which no notice was given, such notice
or other document shall be deemed to have been delivered on the date of such
refusal or inability to deliver.



        (b)
Any notice, demand or other communication that by any provision of this Trust
Agreement is required or permitted to be given or served to or upon the Property
Trustee, the Delaware Trustee, the Administrative Trustees or the Trust shall be
given in writing by deposit thereof, first-class postage prepaid, in the U.S.
mail, personal delivery or facsimile transmission, addressed to such Person as
follows: (a) with respect to the Property Trustee to Deutsche Bank Trust Company
Americas, 60 Wall Street, New York, NY 10005, Attention: Wanda Camacho,
facsimile no. (212) 797-8622; (b) with respect to the Delaware Trustee, to
Deutsche Bank Trust Company Delaware, 1011 Centre Road, Second Floor,
Wilmington, DE 19804, Attention: Corporate Trust and Agency Services, facsimile
no. (302) 636-3222; (c) with respect to the Administrative Trustees, to them at
the address above for notices to the Depositor, marked “Attention:
Administrative Trustees of Simmons First Capital Trust II,” and (d) with
respect to the Trust, to its principal executive office specified in Section
2.2, with a copy to the Property Trustee. Such notice, demand or other
communication to or upon the Trust, the Property Trustee or the Administrative
Trustees shall be deemed to have been sufficiently given or made only upon
actual receipt of the writing by the Trust, the Property Trustee or the
Administrative Trustees.



57















	


        SECTION
10.9.     Agreement Not to Petition.



        Each
of the Trustees and the Depositor agree for the benefit of the Holders that,
until at least one year and one day after the Trust has been terminated in
accordance with Article IX, they shall not file, or join in the filing
of, a petition against the Trust under any Bankruptcy Law or otherwise join in
the commencement of any proceeding against the Trust under any Bankruptcy Law.
If the Depositor takes action in violation of this Section 10.9, the
Property Trustee agrees, for the benefit of Holders, that at the expense of the
Depositor, it shall file an answer with the applicable bankruptcy court or
otherwise properly contest the filing of such petition by the Depositor against
the Trust or the commencement of such action and raise the defense that the
Depositor has agreed in writing not to take such action and should be estopped
and precluded therefrom and such other defenses, if any, as counsel for the
Property Trustee or the Trust may assert.



        This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.



[REMAINDER OF THIS
PAGE INTENTIONALLY LEFT BLANK]



58















	


        IN
WITNESS  WHEREOF,  the parties hereto have executed this Amended and Restated  Trust
Agreement as of the day and  year first above written.










			SIMMONS FIRST NATIONAL CORPORATION,

as Depositor




By: /s/ J. Thomas May    

        ————————————

        J. Thomas May

        Chairman, President and Chief

        Executive Officer







	DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Property Trustee		DEUTSCHE BANK TRUST COMPANY
DELAWARE, as Delaware Trustee









	By: /s/ Wanda Camacho

        ————————————

        Name:

        Title:		By: /s/ Amy L. Martin

        ————————————

        Amy L. Martin

        Assistant Vice President









	/s/ J. Thomas May
——————————————

J. Thomas May
Administrative Trustee		/s/ Barry L. Crow
——————————————

Barry L. Crow
Administrative Trustee











	


/s/ Bob Fehlman
——————————————

Bob Fehlman
Administrative Trustee















	


Exhibit  A



CERTIFICATE
OF TRUST



OF



Simmons
First Capital Trust II



                This
Certificate  of  Trust of  Simmons  First  Capital  Trust II (the  “Trust”)  is
being  duly  executed  and filed on behalf of the Trust by the  undersigned,  as
trustees,  to form a statutory  trust under the  Delaware Statutory Trust Act (12 Del.
C. §3801 et seq.) (the “Act”).



                1.
Name.  The  name  of the  statutory  trust  formed  by this  Certificate  of
Trust  is:  Simmons First Capital Trust II.



                2.
Delaware  Trustee.  The name and  business  address of the trustee of the Trust
with its  principal  place of business in the State of Delaware are Deutsche Bank Trust
Company  Delaware,  1011 Centre Road,  Second Floor, Wilmington, DE 19805, Attention:
Elizabeth B. Ferry.



                3.
Effective  Date.  This  Certificate of Trust shall be effective upon its filing
with the  Secretary of State of the State of Delaware.



        IN
WITNESS WHEREOF, the undersigned have duly executed this Certificate of Trust in
accordance with Section 3811(a)(1) of the Act.










			Deutsche Bank Trust Company Americas, not in its individual
capacity, but solely as Property Trustee




By:

        ——————————————

        Name:

        Title:




Deutsche Bank Trust Company Delaware, not in its individual
capacity, but solely as Delaware Trustee




By:

        ——————————————

        Name:

        Title:







	


A-1















	


Exhibit B



[FORM OF COMMON
SECURITIES CERTIFICATE]



THIS COMMON
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAWS OR  ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN  EXEMPTION FROM
REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE
LAW AND SECTION  5.11 OF THE TRUST AGREEMENT









	Certificate Number	_________ Common Securities






	


        C-






Certificate
Evidencing Common Securities



of



Simmons First
Capital Trust II



Floating Rate
Common Securities



(liquidation amount
$1,000 per Common Security)



        Simmons
First Capital Trust II, a statutory trust created under the laws of the State of
Delaware (the “Trust”), hereby certifies that ______________________ (the
“Holder”) is the registered owner of ____________common securities of the
Trust representing undivided common beneficial interests in the assets of the Trust
and designated the Simmons First Capital Trust II Floating Rate Common Securities
(liquidation amount $1,000 per Common Security) (the “Common Securities”).
Except in accordance with Section 5.11 of the Trust Agreement (as defined
below), the Common Securities are not transferable and, to the fullest extent
permitted by law, any attempted transfer hereof other than in accordance therewith
shall be void. The designations, rights, privileges, restrictions, preferences and
other terms and provisions of the Common Securities are set forth in, and this
certificate and the Common Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated Trust
Agreement of the Trust, dated as of December 16, 2003, as the same may be amended
from time to time (the “Trust Agreement”), among Simmons First National
Corporation, as Depositor, Deutsche Bank Trust Company Americas, as Property Trustee,
Deutsche Bank Trust Company Delaware, as Delaware Trustee, the Administrative Trustees
named therein and the Holders, from time to time, of Trust Securities. The Trust will
furnish a copy of the Trust Agreement to the Holder without charge upon written
request to the Trust at its principal place of business or registered office. 



B-1















	


        Upon
receipt of this  certificate,  the Holder is bound by the Trust  Agreement  and is
entitled  to the  benefits  thereunder.



        This
Common  Securities  Certificate  shall be governed by and construed in accordance with
the laws of the State of  Delaware.



        Terms
used but not defined herein have the meanings set forth in the Trust Agreement.



        IN
WITNESS  WHEREOF,  one of the  Administrative  Trustees  of the Trust has  executed  on
behalf of the Trust this  certificate this ____ day of ________________.










			SIMMONS FIRST CAPITAL TRUST II




By:

        ——————————————

        Name:

        Administrative Trustee






	


B-2















	


Exhibit C



[FORM OF PREFERRED
SECURITIES CERTIFICATE]



        “[IF
THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS PREFERRED SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY
(“DTC”) OR A NOMINEE OF DTC. THIS PREFERRED SECURITY IS EXCHANGEABLE
FOR PREFERRED SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT,
AND NO TRANSFER OF THIS PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS
PREFERRED SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC
TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.



        UNLESS
THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO
SIMMONS FIRST CAPITAL TRUST II OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]



        THE
PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND SUCH PREFERRED SECURITIES OR ANY
INTEREST THEREIN MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF ANY PREFERRED SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE
PREFERRED SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.



        THE
HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR
THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT (A) SUCH PREFERRED SECURITIES
MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE TRUST, (II) TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2),
(3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY
FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN “ACCREDITED INVESTOR,”
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (IV)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (V)
PURSUANT TO AN EXEMPTION FROM THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER APPLICABLE JURISDICTION AND, IN THE CASE OF (III) OR (V), SUBJECT TO THE
RIGHT OF THE TRUST AND THE DEPOSITOR TO REQUIRE AN OPINION OF COUNSEL AND OTHER
INFORMATION SATISFACTORY TO EACH OF THEM AND (B) THE HOLDER WILL NOTIFY ANY
PURCHASER OF ANY PREFERRED SECURITIES FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE.



C-1















	


        THE
PREFERRED SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING
AN AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF PREFERRED SECURITIES OR ANY INTEREST
THEREIN IN A BLOCK HAVING AN AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000
AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND OF NO
LEGAL EFFECT WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY SUCH
PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH PREFERRED
SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
PRINCIPAL OF OR INTEREST ON SUCH PREFERRED SECURITIES OR ANY INTEREST THEREIN,
AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN
SUCH PREFERRED SECURITIES.



        THE
HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN BY ITS ACCEPTANCE HEREOF OR
THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT,
INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S
INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY
PLAN MAY ACQUIRE OR HOLD THIS PREFERRED SECURITY OR ANY INTEREST THEREIN, UNLESS
SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER
U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60,
91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING
OF THIS SECURITY OR ANY INTEREST THEREIN IS NOT PROHIBITED BY SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY
PURCHASER OR HOLDER OF THE PREFERRED SECURITIES OR ANY INTEREST THEREIN WILL BE
DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i)
IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA,
OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER
PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON
OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH
PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO
APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.



C-2















	


        THIS
OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY
AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE
CORPORATION (THE “FDIC”).



C-3














	Certificate Number	_________ Preferred Securities
________ Aggregate Liquidation Amount






	


CUSIP NO.







Certificate
Evidencing Preferred Securities



of



Simmons First
Capital Trust II



Floating Rate
Preferred Securities
(liquidation amount $1,000 per Preferred Security)



        Simmons
First Capital Trust II, a statutory trust created under the laws of the State of
Delaware (the “Trust”), hereby certifies that ___________________ (the
“Holder”) is the registered owner of ___________ Preferred Securities [if
the Preferred Security is a Global Security, then insert--,or such other number of
Preferred Securities represented hereby as may be set forth in the records of the
Securities Registrar hereinafter referred to in accordance with the Trust
Agreement (as defined below),] of the Trust representing an undivided preferred
beneficial interest in the assets of the Trust and designated the Simmons First
Capital Trust II Floating Rate Preferred Securities (liquidation amount $1,000 per
Preferred Security) (the “Preferred Securities”). The Preferred Securities
are transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in proper
form for transfer as provided in Section 5.7 of the Trust Agreement (as defined
below). The designations, rights, privileges, restrictions, preferences and other
terms and provisions of the Preferred Securities are set forth in, and this certificate
and the Preferred Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Trust Agreement of
the Trust, dated as of December 16, 2003, as the same may be amended from time to time
(the “Trust Agreement”), among Simmons First National Corporation, an
Arkansas corporation, as Depositor, Deutsche Bank Trust Company Americas, as Property
Trustee, Deutsche Bank Trust Company Delaware, as Delaware Trustee, the
Administrative Trustees named therein and the Holders, from time to time, of Trust
Securities. The Holder is entitled to the benefits of the Guarantee Agreement entered
into by Simmons First National Corporation and Deutsche Bank Trust Company Americas,
as Guarantee Trustee, dated as of December 16, 2003, as the same may be amended from
time to time (the “Guarantee Agreement”), to the extent provided therein.
The Trust will furnish a copy of each of the Trust Agreement and the Guarantee Agreement
to the Holder without charge upon written request to the Property Trustee at its
principal place of business or registered office. 



        Upon
receipt of this  certificate,  the Holder is bound by the Trust  Agreement  and is
entitled  to the  benefits  thereunder.



C-4















	


        This
Preferred  Securities  Certificate  shall be governed by and construed in accordance with
the laws of the State  of Delaware.



        All
capitalized  terms used but not defined in this  Preferred  Securities  Certificate  are
used with the meanings  specified in the Trust Agreement, including the Schedules and
Exhibits thereto.



        IN WITNESS  WHEREOF,  one of the  Administrative  Trustees  of the Trust has  executed  on
behalf of the Trust this  certificate this __ day of __________, ____.










			SIMMONS FIRST CAPITAL TRUST II




By:

        ——————————————

        Name:

        Administrative Trustee







	


        This
is one of the Preferred Securities referred to in the within-mentioned Trust Agreement.



Dated:










			Deutsche Bank Trust Company Americas, not in its
individual capacity, but solely as Property Trustee




By:

        ——————————————

        Authorized officer







	


C-5















	


[FORM OF REVERSE OF
SECURITY]



        The
Trust promises to pay Distributions  from December 16, 2003, or from the most recent
Distribution Date to which  Distributions  have been paid or duly provided for,
quarterly  (subject to deferral as set forth herein) in arrears on March  30th, June
30th,  September 30th and December 30th of each year,  commencing on March 30, 2004, at a
variable rate per annum,  reset  quarterly,  equal to LIBOR  plus 2.80% of the
Liquidation  Amount of the  Preferred  Securities  represented  by this  Preferred
Securities Certificate, together with any Additional Interest Amounts, in respect to such
period.



        Distributions
on the Trust  Securities  shall be made by the Paying  Agent from the  Payment  Account
and shall be  payable on each  Distribution  Date only to the extent  that the Trust has
funds then on hand and  available  in the  Payment  Account for the payment of such
Distributions.



        In
the event (and to the extent) that the  Depositor  exercises  its right under the
Indenture to defer the payment  of interest on the Notes, Distributions on the Preferred
Securities shall be deferred.



        Under
the Indenture,  so long as no Note Event of Default has occurred and is continuing,  the
Depositor  shall have  the right,  at any time and from time to time  during the term of
the Notes,  to defer the  payment of  interest on the Notes  for a period of up to twenty
(20)  consecutive  quarterly  interest  payment  periods  (each such extended  interest
payment  period,  an “Extension  Period”),  during which Extension  Period no
interest shall be due and payable (except any Additional  Tax Sums that may be due and
payable).  No interest  (including  Additional  Interest) on the Notes shall be due and
payable  during an Extension  Period,  except at the end thereof,  but each installment
of interest that would otherwise have been due  and payable  during such  Extension
Period shall bear  Additional  Interest (to the extent payment of such interest would be
legally enforceable) at a variable rate per annum, reset quarterly,  equal to LIBOR plus
2.80%,  compounded  quarterly,  from  the dates on which amounts would have otherwise
been due and payable until paid or until funds for the payment  thereof have  been made
available for payment. If Distributions are deferred,  the deferred  Distributions
(including  Additional Interest  Amounts)  shall be paid on the date that the  related
Extension  Period  terminates  to  Holders  (as  defined  in the Trust  Agreement)  of
the Trust  Securities  as they  appear on the books and  records of the Trust on the
record  date  immediately  preceding such termination date.



        Distributions
on the Securities must be paid on the dates payable (after giving effect to any Extension
Period) to  the extent that the Trust has funds  available  for the payment of such
Distributions  in the Payment  Account of the Trust.  The  Trust’s  funds  available
for  Distribution  to the  Holders of the  Preferred  Securities  will be limited to
payments  received  from the  Depositor.  The payment of  Distributions  out of moneys
held by the Trust is guaranteed by the Depositor  pursuant to the Guarantee Agreement.



        During
any such Extension  Period,  the Depositor shall not (i) declare or pay any dividends or
distributions on, or  redeem,  purchase,  acquire or make a liquidation  payment with
respect to, any of the Depositor’s capital stock or (ii) make  any  payment of
principal  of or any  interest  or  premium on or repay,  repurchase  or redeem any debt
securities  of the  Depositor  that rank pari passu in all respects with or junior in
interest to the Notes (other than,  with respect to clauses  (i) and (ii) above,  (a)
repurchases,  redemptions  or other  acquisitions  of shares of capital  stock of the
Depositor in  connection with (1) any employment  contract,  benefit plan or other
similar  arrangement  with or for the benefit of any one  or more employees,  officers,
directors or consultants,  (2) a dividend  reinvestment or stockholder  stock purchase
plan or  (3) the issuance of capital stock of the Depositor (or securities  convertible
into or  exercisable  for such capital stock)  as consideration in an acquisition
transaction entered into prior to the applicable  Extension Period, (b) as a result of an
exchange or conversion  of any class or series of the  Depositor’s  capital  stock
(or any capital stock of a Subsidiary  (as  defined in the  Indenture)  of the
Depositor)  for any class or series of the  Depositor’s  capital stock or of any
class or  series of the  Depositor’s  indebtedness  for any class or series of the
Depositor’s  capital  stock,  (c) the  purchase  of  fractional  interests in shares
of the  Depositor’s  capital stock pursuant to the conversion or exchange
provisions of such  capital stock or the security being  converted or exchanged,  (d) any
declaration of a dividend in connection with any Rights  Plan (as  defined in the
Indenture),  the  issuance  of  rights,  stock or other  property  under any  Rights
Plan,  or the  redemption or  repurchase of rights  pursuant  thereto or (e) any dividend
in the form of stock,  warrants,  options or other  rights where the dividend  stock or
the stock  issuable upon exercise of such  warrants,  options or other rights is the same
stock as that on which the dividend is being paid or ranks pari passu with or junior to
such stock).



C-6















	


        On
each Note  Redemption  Date, on the stated  maturity (or any date of principal  repayment
upon early maturity) of  the Notes and on each  other  date on (or in  respect  of) which
any  principal  on the Notes is  repaid,  the Trust  will be  required  to redeem a Like
Amount of Trust  Securities  at the  Redemption  Price.  Under  the  Indenture,  the
Notes may be  redeemed by the Depositor on any Interest  Payment Date, at the Depositor’s
option,  on or after December 30, 2008, in whole  or in part from time to time at a
redemption  price equal to one hundred  percent  (100%) of the principal  amount thereof
or  the redeemed portion thereof, as applicable,  together, in the case of any such
redemption, with accrued interest,  including  any Additional  Interest,  to but
excluding the date fixed for redemption;  provided,  that the Depositor shall have
received  the prior  approval  of the  Federal  Reserve if then  required.  The Notes may
also be  redeemed  by the  Depositor,  at its  option,  at any time,  in whole but not in
part,  upon the  occurrence  of a Capital  Disqualification  Event,  an Investment
Company Event or a Tax Event at the Indenture Redemption Price.



        The
Trust  Securities  redeemed on each Redemption Date shall be redeemed at the Redemption
Price with the proceeds  from the  contemporaneous  redemption  or payment at  maturity
of Notes.  Redemptions  of the Trust  Securities  (or portion  thereof) shall be made and
the Redemption  Price shall be payable on each  Redemption  Date only to the extent that
the Trust  has funds then on hand and available in the Payment Account for the payment of
such Redemption Price.



        Payments
of Distributions  (including any Additional Interest Amounts), the Redemption Price,
Liquidation Amount or  any other  amounts in respect of the  Preferred  Securities  shall
be made by wire transfer at such place and to such account  at a banking  institution  in
the United  States as may be designated in writing at least ten (10) Business Days prior
to the  date for payment by the Person entitled  thereto unless proper written  transfer
instructions  have not been received by the  relevant  record  date,  in which case such
payments  shall be made by check  mailed to the  address of such  Person as such  address
shall appear in the Security  Register.  If any Preferred  Securities  are held by a
Depositary,  such  Distributions  shall be made to the Depositary in immediately
available funds.



C-7















	


        The
indebtedness  evidenced by the Notes is, to the extent  provided in the  Indenture,
subordinate  and junior in  right of payment to the prior payment in full of all Senior
Debt (as defined in the  Indenture),  and this Security is issued  subject to the
provisions of the Indenture with respect thereto.



C-8















	


ASSIGNMENT



        FOR
VALUE RECEIVED, the undersigned assigns and transfers this Preferred Securities
Certificate to:






(Insert assignee’s
social security or tax identification number)






(Insert address and
zip code of assignee)



and irrevocably appoints






agent to transfer this Preferred
Securities  Certificate on the books of the Trust. The agent may substitute  another to
act  for him or her.









	Date:	 	 
	 	 	

	 	 	 
	Signature:	 	 
	 	 	

			(Sign exactly as your name appears
on the other side of this Preferred Securities Certificate)






	


The  signature(s)  should  be
guaranteed  by an  eligible  guarantor  institution  (banks,  stockbrokers,  savings  and
loan  associations and credit unions with membership in an approved  signature  guarantee
medallion  program),  pursuant to S.E.C.  Rule 17Ad-15.



C-9















	


Exhibit D



Junior Subordinated
Indenture



D-1















	


Exhibit E



FORM OF TRANSFEREE
CERTIFICATE
TO BE EXECUTED BY TRANSFEREES OTHER THAN QIBS



__________, [    ]



Simmons First National Corporation

Simmons First Capital Trust II

P.O. Box 7009

Pine Bluff, Arkansas 71611










	 	Re: 	Purchase
of $1,000 stated liquidation amount of Floating Rate Preferred
Securities (the “Preferred
Securities”) of Simmons First Capital Trust II 






	


Ladies and Gentlemen:



                In
connection with our purchase of the Preferred Securities we confirm that:



                1.
We understand that the Floating Rate Preferred  Securities (the “Preferred
Securities”)  of Simmons First  Capital  Trust II (the “Trust”)
(including  the  guarantee  (the  “Guarantee”)  of Simmons First  National
Corporation (the “Company”)  executed in connection  therewith) and the
Floating Rate Junior Subordinated  Notes due 2033 of the  Company  (the  “Subordinated
Notes”)  (the  Preferred  Securities,  the  Guarantee  and the  Subordinated Notes
together being referred to herein as the “Offered  Securities”),  have not been
registered under  the Securities Act of 1933, as amended (the  “Securities  Act”),
and may not be offered or sold except as permitted  in the  following  sentence.  We
agree on our own behalf  and on behalf of any  investor  account  for which we are
purchasing  the Offered  Securities  that,  if we decide to offer,  sell or  otherwise
transfer  any such  Offered  Securities,  (i) such offer,  sale or transfer  will be made
only (a) to the Trust,  (b) to a person we  reasonably  believe is a  “qualified
institutional  buyer” (a “QIB”) (as  defined in Rule 144 under the
Securities  Act) in a  transaction  meeting the  requirements  of Rule 144A,  (c) to an
institutional  “accredited  investor” within the  meaning of  subparagraph  (a)
(1), (2), (3) or (7) of Rule 501 under the Securities  Act that is acquiring  Offered
Securities for its own account,  or for the account of such an “accredited  investor,” for
investment  purposes and  not with a view to,  or for  offer or sale in  connection
with,  any  distribution  thereof  in  violation  of the  Securities  Act, (d) pursuant
to an effective  registration  statement under the Securities Act, or (e) pursuant to  an
exemption from the Securities Act, in each case in accordance  with any applicable
securities laws of any state  of the United States or any other applicable  jurisdiction
and, in the case of (c) or (e), subject to the right of  the Trust and the depositor to
require an opinion of counsel and other  information  satisfactory  to each of them.  The
foregoing  restrictions  on resale will not apply  subsequent to the date on which,  in
the written  opinion of  counsel,  the  Preferred  Securities  are not  “restricted
securities” within  the  meaning of Rule 144 under the  Securities  Act.  If any
resale or other  transfer  of the Offered  Securities  is proposed to be made  pursuant
to  clause (c) or (e) above,  the transferor  shall deliver a letter from the transferee
substantially  in the form of  this letter to the Property  Trustee as Transfer  Agent,
which shall  provide as  applicable,  among other things,  that the  transferee is an
“accredited  investor” within the meaning of  subparagraph  (a) (1), (2), (3)
or (7) of  Rule 501  under  the  Securities  Act  that is  acquiring  such  Securities
for  investment  purposes  and not for  distribution  in  violation  of the  Securities
Act. We  acknowledge  on our behalf and on behalf of any  investor  account  for which we
are  purchasing  Securities  that the Trust and the  Company  reserve  the right prior to
any  offer,  sale or other  transfer  pursuant to clause (c) or (e) to require  the
delivery of any opinion of counsel,  certifications  and/or  other  information
satisfactory  to the  Trust and the  Company.  We  understand  that the  certificates
for any  Offered  Security  that we  receive  will bear a legend  substantially  to the
effect of the  foregoing.



E-1















	


                2.
We are an “accredited  investor” within the meaning of  subparagraph  (a) (1),
(2), (3)  or (7) of Rule  501  under  the  Securities  Act  purchasing  for our own
account  or for the  account  of such an  “accredited  investor,” and we are
acquiring the Offered  Securities for investment  purposes and not with view to,  or for
offer or sale in connection  with, any  distribution  in violation of the  Securities
Act, and we have such  knowledge and  experience in financial and business  matters as to
be capable of evaluating the merits and risks of  our  investment  in the  Offered
Securities,  and we and any account for which we are acting are each able to bear  the
economic risks of our or its investment.



                3.
We are  acquiring  the Offered  Securities  purchased  by us for our own account (or for
one or more accounts as to each of which we exercise sole  investment  discretion  and
have  authority to make, and  do  make,  the  statements  contained  in this  letter)
and not  with a view to any  distribution  of the  Offered  Securities,  subject,
nevertheless, to the understanding that the disposition of our property will at all times
be  and remain within our control.



                4.
In the event that we purchase any Preferred  Securities or any  Subordinated  Notes,  we
will acquire such Preferred  Securities having an aggregate stated  liquidation amount of
not less than $100,000 or  such Subordinated  Notes having an aggregate  principal amount
not less than $100,000,  for our own account and for  each separate account for which we
are acting.



                5.
We  acknowledge  that  we  either  (A)  are  not  a  fiduciary  of a  employee  benefit,
individual  retirement  account or other plan or arrangement  subject to Title I of the
Employee  Retirement Income  Security Act of 1974, as amended  (“ERISA”),  or
Section 4975 of the Internal Revenue Code of 1986, as amended (the  “Code”)
(each a “Plan”),  or an entity  whose  underlying  assets  include  “plan
assets” by reason of any Plan’s  investment  in the entity,  and are not
purchasing  the Offered  Securities  on behalf of or with “plan assets” by
reason of any Plan’s  investment in the entity,  (B) are eligible for the exemptive
relief  available under one or  more of the following  prohibited  transaction class
exemptions  (“PTCEs”) issued by the U.S.  Department of Labor:  PTCE 96-23,
95-60, 91-38, 90-1 or 84-14 or another applicable  exemption,  or (C) our purchase and
holding of this  security,  or any  interest  therein,  is not  prohibited  by Section
406 of ERISA or Section 4975 of the Code with  respect to such purchase or holding.



                6.
We  acknowledge  that the Trust and the  Company and others will rely upon the truth and
accuracy of the foregoing  acknowledgments,  representations,  warranties  and
agreements and agree that if any of  the  acknowledgments,  representations,  warranties
and agreements  deemed to have been made by our purchase of the  Offered  Securities are
no longer accurate,  we shall promptly notify the Company.  If we are acquiring any
Offered  Securities as a fiduciary or agent for one or more investor  accounts,  we
represent  that we have sole  discretion  with  respect to each such  investor  account
and that we have full power to make the  foregoing  acknowledgments,  representations and
agreement on behalf of each such investor account.



E-2















			(Name of Purchaser)




By:

            ——————————————

Date:

            ——————————————







	


                Upon
transfer,  the Offered  Securities  would be registered  in the name of the new
beneficial  owner as follows.



Name:

           ————————————————————————

Address:

                 –——————————————————————

Taxpayer ID Number:

                                       ——————–———————————



E-3















	


Exhibit F



FORM OF TRANSFEROR
CERTIFICATE
TO BE EXECUTED FOR QIBs



__________, [    ]



Simmons First National Corporation

Simmons First Capital Trust II

P.O. Box 7009

Pine Bluff, Arkansas 71611










	 	Re: 	 Purchase
of $1,000 stated liquidation amount of Floating Rate
Preferred Securities (the “Preferred
Securities”) of Simmons First Capital  Trust II






	


        Reference
is hereby made to the Amended and Restated  Trust  Agreement of Simmons  First Capital
Trust II,  dated as of December  16, 2003 (the “Trust  Agreement”),  among J.
Thomas May,  Barry L. Crow and Bob  Fehlman,  as  Administrative  Trustees,  Deutsche
Bank Trust Company Delaware,  as Delaware Trustee,  Deutsche Bank Trust Company
Americas,  as Property  Trustee,  Simmons First National  Corporation,  as Depositor,
and the holders from time to  time of undivided  beneficial  interests in the assets of
Simmons First Capital  Trust II.  Capitalized  terms used  but not defined herein shall
have the meanings given them in the Trust Agreement.



        This
letter relates to  $________________________  aggregate  liquidation  amount of Preferred
Securities  which are held in the name of _____________ (the “Transferor”).



        In
accordance with Article V of the Trust Agreement,  the Transferor  hereby certifies that
such Preferred  Securities  are being  transferred  in  accordance  with (i) the transfer
restrictions  set forth in the Preferred  Securities  and (ii) Rule 144A  under the
Securities  Act  (“Rule  144A”),  to a  transferee  that the  Transferor
reasonably  believes is  purchasing  the  Preferred  Securities  for its own account or
an account  with respect to  which the transferee  exercises sole investment  discretion
and the transferee and any such account is a “qualified  institutional  buyer” within
the meaning of Rule 144A, in a transaction  meeting the  requirements of Rule 144A and
in accordance with applicable securities laws of any state of the United States or any
other jurisdiction.



        You
are  entitled  to rely upon this letter and are  irrevocably  authorized  to produce
this letter or a  copy hereof to any interested party in any  administrative  or legal
proceeding or official inquiry with respect to  the matters covered hereby.










			(Name of Transferor)




By:

        ——————————————

        Name:

        Title:






	


Date: ______________________



F-1















	


Exhibit G



Officer’s
Certificate



        The
undersigned,  the [Chief Financial Officer]  [Treasurer]  [Executive Vice President]
hereby certifies,  pursuant to Section  8.16(b) of the Amended and Restated  Trust
Agreement,  dated as of December  16, 2003,  among  Simmons First National  Corporation
(the “Company”),  Deutsche Bank Trust Company  Americas,  as property  trustee,
Deutsche Bank Trust Company Delaware, as Delaware trustee and the administrative
trustees named therein,  that, as  of [date], [20__], the Company had the following
ratios and balances:



BANK HOLDING COMPANY
As of
[Quarterly Financial Dates]









	Tier
1 Risk Weighted Assets	 	 	 	 	%
	 	
	 
	Ratio of Double Leverage	 	 	 	 	%
	 	
	 
	Non-Performing
Assets to Loans and OREO	 	 	 	 	%
	 	
	 
	Tangible Common Equity as a Percentage of Tangible Assets	 	 	 	 	%
	 	
	 
	Ratio
of Reserves to Non-Performing Loans	 	 	 	 	%
	 	
	 
	Ratio of Net Charge-Offs to Loans	 	 	 	 	%
	 	
	 
	Return
on Average Assets (annualized)	 	 	 	 	%
	 	
	 
	Net Interest Margin (annualized)	 	 	 	 	%
	 	
	 
	Efficiency
Ratio	 	 	 	 	%
	 	
	 
	Ratio of Loans to Assets	 	 	 	 	%
	 	
	 
	Ratio
of Loans to Deposits	 	 	 	 	%
	 	
	 
	Double Leverage (exclude trust preferred as equity)	 	 	 	 	%
	 	
	 
	Total
Assets	 	 	$	 	 
	 	
	 
	Year to Date Income	 	 	$	 	 
	 	
	 






	


* A table describing the quarterly
report calculation procedures is provided on page __



[FOR FISCAL YEAR END:  Attached
hereto are the audited  consolidated  financial  statements  (including the balance
sheet,  income  statement  and  statement  of cash  flows,  and  notes  thereto,
together  with the  report of the  independent  accountants  thereon)  of the  Company
and its  consolidated  subsidiaries  for the three years ended  _______, 20___.]



[FOR FISCAL QUARTER END:  Attached
hereto are the unaudited  consolidated and  consolidating  financial  statements
(including  the  balance  sheet and income  statement)  of the Company and its
consolidated  subsidiaries  for the  fiscal quarter] ended [date], 20__.



G-1















	


The financial  statements  fairly
present in all material  respects,  in accordance  with U.S.  generally  accepted
accounting principles (“GAAP”),  the financial position of the Company and its
consolidated  subsidiaries,  and the  results of  operations  and  changes in  financial
condition  as of the date,  and for the [___  quarter  interim]  [annual]  period ended
[date],  20__,  and such  financial  statements  have been prepared in accordance  with
GAAP  consistently applied throughout the period involved (expect as otherwise noted
therein).



        IN
WITNESS  WHEREOF,  the  undersigned  has executed this  Officer’s  Certificate  as
of this _____ day of  _____________, 20__













			——————————————

Name:

Title:




Simmons First National Corporation

P.O. Box 7009

Pine Bluff, Arkansas 71611

(870) 541-1095







	


G-2















	


Financial Definitions









	

	Report Item 	 	Corresponding FRY-9C or
LP Line Items with
Line Item corresponding Schedules 	 	Description of Calculation 	 
	

	Tier
1 Risk Weighted Assets	 	BHCK7206
Schedule HC-R	 	Tier
1 Risk Ratio: Core Capital (Tier 1)/ Risk-Adjusted Assets	 
	

	Ratio of Double
Leverage	 	(BHCP0365)/(BCHCP3210)
Schedule PC in the LP	 	Total equity investments in subsidiaries divided by the total equity capital. This field is calculated at the parent company level. “Subsidiaries” include bank, bank holding company, and non-bank subsidiaries.	 
	

	Non-Performing
Assets to Loans and OREO	 	(BHCK5525-BHCK3506+BHCK5526-
BHCK3507+BHCK2744)/(BHCK2122+BHCK2744)
Schedules HC-C, HC-M & HC-N	 	Total
Nonperforming Assets (NPLs+Foreclosed Real Estate+Other Nonaccrual & Repossessed
Assets)/Total Loans+Foreclosed Real Estate	 
	

	Tangible Common
Equity as a Percentage of Tangible Assets	 	(BHDM3210-BHCK3163)/(BHCK2170-
BHCK3163)
Schedule HC	 	(Equity Capital – Goodwill)/(Total Assets – Goodwill)	 
	

	Ratio
of Reserves to Non-Performing Loans	 	(BHCK3123+BHCK3128)/(BHCK5525-
BHCK3506+BHCK5526-BHCK3507)
Schedules HC & HC-N & HC-R	 	Total
Loan Loss and Allocated Transfer Risk Reserves/ Total Nonperforming Loans (Nonaccrual
+ Restructured)	 
	

	Ratio of Net
Charge-Offs to Loans	 	(BHCK4635-BHCK4605)/(BHCK3516)
Schedules HC-B & HC-K	 	Net charge offs for the period as a percentage of average loans.	 
	

	Return
on Average Assets (annualized)	 	(BHCK4340/BHCK3368)
Schedules HI & HC-K	 	Net
Income as a percentage of Assets.	 
	

	Net Interest
Margin (annualized)	 	(BHCK4519)/(BHCK3515+BHCK3365+
BHCK3516+BHCK3401+BHCKB985)
Schedules HI Memorandum and HC-K	 	(Net Interest Income Fully Taxable Equivalent, if available/Average Earning Assets)	 
	







	


G-3














	

	Report Item 	 	Corresponding FRY-9C or
LP Line Items with
Line Item corresponding Schedules 	 	Description of Calculation 	 
	

	Efficiency
Ratio	 	(BHCK4093)/(BHCK4519+BHCK4079)
Schedule HI	 	(Non-interest
Expense)/(Net Interest Income Fully Taxable Equivalent, if available, plus Non-interest
Income)	 
	

	Ratio of Loans
to Assets	 	(BHCKB528+BHCK5369)/(BHCK2170)
Schedule HC	 	Total Loans & Leases (Net of Unearned Income & Gross of Reserve)/Total Assets	 
	

	Ratio
of Loans to Deposits	 	(BHCKB528+BHCK5369)/(BHDM6631+
BHDM6636+BHFN6631+BHFN6636)
Schedule HC	 	Total
Loans & Leases (Net of Unearned Income & Gross of Reserve)/Total Deposits
(Includes Domestic and Foreign Deposits)	 
	

	Total Assets	 	(BHCK2170)
Schedule HC	 	The sum of total assets. Includes cash and balances due from depository institutions; securities; federal funds sold and securities purchased under agreements to resell; loans and lease financing receivables; trading assets; premises and fixed assets; other real estate owned; investments in unconsolidated subsidiaries and associated companies; customer’s liability on acceptances outstanding; intangible assets; and other assets.	 
	

	Net Income	 	(BHCK4300)
Schedule HI	 	The sum of
income (loss)before extraordinary items and other adjustments and extraordinary
items; and other adjustments, net of income taxes.	 
	







	


G-4















	


Schedule A



        With
respect to the Trust  Securities,  the London interbank offered rate (“LIBOR”)
shall be determined by  the Calculation Agent in accordance with the following provisions
(in each case rounded to the nearest .000001%):



        (1)
On the second LIBOR  Business Day (as defined below) prior to a  Distribution  Date
(except,  with respect  to the first  distribution  payment  date,  on December  12,
2003) (each such day, a “LIBOR  Determination  Date”),  LIBOR for any given
security  shall,  for the following  distribution  period,  equal the rate, as obtained
by the  Calculation Agent from Bloomberg  Financial  Markets  Commodities  News, for
three-month  Eurodollar  deposits that  appears on Dow Jones Telerate Page 3750 (as
defined in the International  Swaps and Derivatives  Association,  Inc.  1991  Interest
Rate and Currency  Exchange  Definitions),  or such other page as may replace such Page
3750, as of  11:00 a.m. (London time) on such LIBOR Determination Date.



        (2)
If, on any LIBOR  Determination  Date,  such rate does not appear on Dow Jones  Telerate
Page 3750 or such  other page as may  replace  such Page 3750,  the  Calculation  Agent
shall  determine  the  arithmetic  mean of the  offered  quotations of the Reference
Banks (as defined below) to leading banks in the London  interbank  market for
three-month  Eurodollar  deposits in an amount  determined  by the  Calculation  Agent by
reference to requests for  quotations as of  approximately  11:00 a.m. (London time) on
the LIBOR  Determination  Date made by the Calculation  Agent to the Reference  Banks.
If, on any LIBOR  Determination  Date, at least two of the Reference  Banks provide  such
quotations,  LIBOR shall equal such arithmetic mean of such quotations.  If, on any LIBOR
Determination Date,  only one or none of the Reference  Banks provide such  quotations,
LIBOR shall be deemed to be the arithmetic mean  of the  offered  quotations  that
leading  banks in the City of New York  selected  by the  Calculation  Agent are  quoting
on the relevant LIBOR  Determination  Date for three-month  Eurodollar  deposits in an
amount determined by  the  Calculation  Agent by reference  to the  principal  London
offices of leading  banks in the London  interbank  market;  provided,  that if the
Calculation  Agent is required but is unable to determine a rate in accordance with  at
least  one of the  procedures  provided  above,  LIBOR  shall  be LIBOR as  determined
on the  previous  LIBOR  Determination Date.



        (3)
As used herein:  “Reference  Banks” means four major banks in the London
interbank market selected by the  Calculation  Agent;  and  “LIBOR  Business  Day” means
a day on which  commercial  banks  are  open  for  business  (including dealings in
foreign exchange and foreign currency deposits) in London.



Schedule A-1