the name of [name of transferor] (the
"Transferor").
In connection with such request, and in respect to such Capital
Securities, the transferor does hereby certify that such Capital Securities are
being transferred in accordance with (i) the transfer restrictions set forth in
the Capital Securities and (ii) Rule 144A under the United States Securities Act
of 1933, as amended ("Rule 144A"), to a transferee that the Transferor
reasonably believes is purchasing the Capital 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:
C-1
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TABLE OF CONTENTS
AMENDED AND RESTATED DECLARATION OF TRUST OF FIRST COMMUNITY/CA STATUTORY TRUST
III NOVEMBER 28, 2001
ARTICLE I INTERPRETATION AND DEFINITIONS
ARTICLE II ORGANIZATION
ARTICLE III SPONSOR
ARTICLE IV TRUSTEES AND ADMINISTRATORS
ARTICLE V DISTRIBUTIONS
ARTICLE VI ISSUANCE OF SECURITIES
ARTICLE VII DISSOLUTION AND TERMINATION OF TRUST
ARTICLE VIII TRANSFER OF INTERESTS
ARTICLE IX LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS
ARTICLE X ACCOUNTING
ARTICLE XI AMENDMENTS AND MEETINGS
ARTICLE XII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE
ARTICLE XIII MISCELLANEOUS
ANNEX I TERMS OF FLOATING RATE MMCAPSSM FLOATING RATE COMMON SECURITIES
EXHIBIT A-1 FORM OF CAPITAL SECURITY CERTIFICATE [FORM OF FACE OF SECURITY]
CERTIFICATE OF AUTHENTICATION
[FORM OF REVERSE OF SECURITY]
EXHIBIT A-2 FORM OF COMMON SECURITY CERTIFICATE
FORM OF TRANSFEREE CERTIFICATE TO BE EXECUTED BY TRANSFEREES OTHER THAN QIBS
FORM OF TRANSFEROR CERTIFICATE TO BE EXECUTED FOR QIBS