Exhibit 10.4


	Exhibit 10.4





	








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 III
























	

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





	

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	 	 	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	 	37





	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	 	51





	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






	

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	Exhibit A	 	Certificate of Trust of Simmons First Capital Trust III	 
	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.



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        “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 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 III,” 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 III,” 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.



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        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.



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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.



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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 fixed rate per annum equal to 6.97% through the Interest Payment Date in December, 2010 and a variable rate per annum, reset quarterly, equal to LIBOR plus 2.80% thereafter, 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 fixed rate per annum equal to 6.97% through the Distribution Date in December, 2010, and a variable rate per annum, reset quarterly, equal to LIBOR plus 2.80% thereafter. 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, 2010, 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.



19














	


        (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.



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        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.



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        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.



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        (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.



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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.



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        (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.



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        (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.



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        (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.



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        (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.



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        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 III 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.






	

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	 	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”).”






	

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        (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.



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        (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.



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        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.



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        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.



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        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).



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        (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.



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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



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        (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.



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        (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.






	

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        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.




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        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.




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        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.



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        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;



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        (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 III,” 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 III




                This
 Certificate of Trust of Simmons First Capital Trust III (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 III.




                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 III



Common Securities



(liquidation amount $1,000 per Common Security)





        Simmons
 First Capital Trust III, 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 III 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 III 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 III



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




        Simmons
 First Capital Trust III, 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 III 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 III


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 fixed rate per annum equal to 6.97%
 of the Liquidation Amount of the Preferred Securities represented by this Preferred Securities Certificate
 through the Distribution Date in December, 2010 and 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 thereafter, 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 fixed rate per annum equal to 6.97% through the Interest Payment
 Date in December, 2010, and a variable rate per annum, reset quarterly, equal to LIBOR plus 2.80% thereafter,
 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.



C-6














	


        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).




        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, 2010, 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 III
P.O. Box 7009
Pine Bluff, Arkansas 71611









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






	


Ladies and Gentlemen:




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




                1.
 We understand that the Preferred Securities (the “Preferred Securities”) of Simmons First Capital Trust
 III (the “Trust”) (including the guarantee (the “Guarantee”) of Simmons First National Corporation (the
 “Company”) executed in connection therewith) and the 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 III
P.O. Box 7009
Pine Bluff, Arkansas 71611









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






	


        Reference
 is hereby made to the Amended and Restated Trust Agreement of Simmons First Capital Trust III, 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
 III. 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 beginning with the Distribution Date in December, 2010 (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