Common use of Certain Authorizations Clause in Contracts

Certain Authorizations. The Depositor and the Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust (a) the 1933 Act Registration Statement, including any pre-effective or post-effective amendments to such 1933 Act Registration Statement relating to the registration under the Securities Act of 1933, as amended (the "1933 Act"), of the Preferred Securities of the Trust and certain other securities of the Depositor, (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with one or more national securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ"); (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or "Blue Sky" laws; and (iv) to execute on behalf of the Trust such other underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), or (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD or state securities or "Blue Sky" laws, to be executed on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing.

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

Certain Authorizations. The Depositor and the Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, is hereby authorized, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended amended, of the preferred securities of the Trust (the "1933 ActPreferred Securities"), of the Preferred Securities of the Trust ) and certain other securities of the Depositor, Depositor and (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with one or more national securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ")Market; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, Depositor on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or "Blue Sky" laws; and (iv) to execute on behalf of the Trust such other underwriting agreements Underwriting Agreements with one or more underwriters relating to the offering of the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), ) or (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD or state securities or "Blue Sky" laws, to be executed on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing; it being understood that The Bank of New York (Delaware), in its capacity as a trustee of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by any such law, rule or regulation.

Certain Authorizations. The Depositor and the Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (ia) to file with prepare the Securities Offering Circular and Exchange Commission (the "Commission") and to execute, in each case on behalf of the Trust (a) Trust, any agreements or other documents necessary or advisable in connection with the 1933 Act Registration Statement, including any pre-effective or post-effective amendments to such 1933 Act Registration Statement relating to the registration under the Securities Act of 1933, as amended (the "1933 Act"), offering and sale of the Preferred Capital Securities of as described in the Trust and certain other securities of the Depositor, Offering Circular; (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required if determined to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) necessary or desirable to file with one or more national securities exchanges (each, an "Exchange") or the National Association of Securities Dealers Dealers, Inc. ("NASD") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Capital Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ")) or Private Offering, Resales and Trading through Automatic Linkages ("PORTAL") market; (iiic) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or "Blue Sky" laws; and (ivd) to execute on behalf of the Trust such other underwriting agreements Purchase Agreements or Underwriting Agreements with one or more purchasers or underwriters relating to the offering of the Preferred Capital Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (ia), (ii), or b) and (iiic) above is required by the rules and regulations of the Securities and Exchange Commission, any Exchange, the NASD or state securities or "Blue Sky" laws, to be executed on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing.

Certain Authorizations. The Depositor and the Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (iI) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust (aA) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended amended, of the preferred securities of the Trust (the "1933 ActPreferred Securities"), of the Preferred Securities of the Trust ) and certain other securities of the Depositor, (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act Depositor and (cB) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (iiII) to file with one or more national securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ"); (iiiIII) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or "Blue Sky" laws; and (ivIV) to execute on behalf of the Trust such other underwriting agreements Underwriting Agreements with one or more underwriters relating to the offering of the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), or ) and (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD or state securities or "Blue Sky" laws, to be executed on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by any and all of the foregoing, it being understood that Wilmington Trust Company, in its capacity as a Trusteetrustee of the Trust, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized shall not be required to join in any such filing and to or execute on behalf of the Trust any such document unless required by the rules and all regulations of the foregoingCommission, the Exchange or state securities or blue sky laws.

Certain Authorizations. The Depositor and the Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "“Commission"”) and execute, in each case on behalf of the Trust (a) the Registration Statement on Form S-3 (the “1933 Act Registration Statement”), including any pre-effective or post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended (the "1933 Act")amended, of the Preferred Securities preferred securities of the Trust (the “Preferred Securities”) and certain other securities of the Depositor, Depositor and (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "“1934 Act Registration Statement"”) (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with one or more national securities exchanges (each, an "“Exchange"”) or the National Association of Securities Dealers ("“NASD"”) and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's ’s Nasdaq National Market ("“NASDAQ"”); (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, Depositor on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or "“Blue Sky" ” laws; and (iv) to execute on behalf of the Trust such other underwriting agreements Underwriting Agreements with one or more underwriters relating to the offering of the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), ) or (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD or state securities or "“Blue Sky" ” laws, to be executed on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing.

Certain Authorizations. The Depositor and the Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust Trust, (a) the Registration Statement on Form S-1 (the "1933 Act Registration Statement"), including any pre-effective or post-effective amendments to such 1933 Act Registration Statement (including the prospectus and exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended amended, of the preferred securities of the Trust (the "1933 ActPreferred Securities"), of the Preferred Securities of the Trust ) and certain other securities of the Depositor, Depositor and (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-pre- effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with one or more national securities exchanges (eachthe American Stock Exchange, an "Exchange") or the National Association of Securities Dealers ("NASD") Inc. and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ")American Stock Exchange; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or "Blue Sky" laws; and (iv) to execute on behalf of the Trust such other underwriting agreements Underwriting Agreements with one or more underwriters relating to the offering of the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), or ) and (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD American Stock Exchange or state securities or "Blue Sky" laws, laws to be executed on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing.

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

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

Certain Authorizations. The Depositor Depositor, the Guarantor and the Trustee Trustees hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended amended, of the capital securities of the Trust (the "1933 ActCapital Securities"), of the Preferred Securities of the Trust ) and certain other securities of the Depositor, Depositor and (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Capital Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with one or more national securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ"); (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, Depositor on behalf of the Trust, may deem necessary or desirable to register the Preferred Capital Securities under the state securities or "Blue Sky" laws; and (iviii) to execute on behalf of the Trust such other underwriting agreements Underwriting Agreements with one or more underwriters relating to the offering of the Preferred Capital Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), ) or (ii), or (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD National Association of Securities Dealers ("NASD") or state securities or "Blue Sky" laws, to be executed on behalf of the Trust by a Trustee, the Depositor Depositor, the Guarantor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing; it being understood that Chase Manhattan Bank USA, National Association, in its capacity as a Trustee of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by any such law, rule or regulation.

Certain Authorizations. The Depositor and the Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, to: (i) to file with the Securities and Exchange Commission (the "“Commission"”) and execute, in each case on behalf of the Trust Trust, (a) the Registration Statement on Form S-3 (the “1933 Act Registration Statement”), including any pre-effective or post-effective amendments to such the 1933 Act Registration Statement (including the prospectus and exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended (the "1933 Act")amended, of the Preferred Securities preferred securities of the Trust (the “Preferred Securities”) and certain other securities of the Depositor, Depositor and (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with one or more national securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") NASDAQ Stock Market and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ")NASDAQ Stock Market; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or "“Blue Sky" ” laws; and (iv) to execute on behalf of the Trust such other underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), or ) and (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD NASDAQ Stock Market or state securities or "“Blue Sky" laws, ” laws to be executed on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing.

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

Certain Authorizations. The Depositor and the Trustee Trustees hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust Trust, (a) the Registration Statement on Form SB-2 (the "1933 Act Registration Statement"), including any pre-effective or post-effective amendments to such 1933 Act Registration Statement (including the prospectus and exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended (the "1933 Act")amended, of the Preferred Securities of the Trust and certain other securities of the Depositor, Depositor and (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust 2 under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with one or more national securities exchanges (each, an "Exchange") or the Nasdaq National Association of Securities Dealers ("NASD") Market and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ")Market; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register the Preferred Securities under the securities or "Blue Sky" laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or "Blue Sky" lawsdesirable; and (iv) to execute on behalf of the Trust such other underwriting agreements Underwriting Agreements with one or more underwriters relating to the offering of the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable, substantially in the form included as an exhibit to the 1933 Act Registration Statement. In the event that any filing referred to in clauses (i), (ii), or ) and (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD Nasdaq National Market or state securities or "Blue Sky" laws, to be executed on behalf of the Trust by a Trusteeone or more of the Trustees, the Depositor and any Trustee appointed pursuant to Section 6 hereof are is hereby authorized and, to join in any such filing and to execute on behalf of the Trust by a Trusteeextent required, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that the Delaware Trustee shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, the Nasdaq National Market or state securities or "Blue Sky" laws.

Certain Authorizations. The Depositor and the Trustee hereby ---------------------- authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended amended, of the preferred securities of the Trust (the "1933 ActPreferred Securities"), of the Preferred Securities of the Trust ) and certain other securities of the Depositor, Depositor and (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with one or more national securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ"); (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, Depositor on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or "Blue Sky" laws; and (iv) to execute on behalf of the Trust such other underwriting agreements Underwriting Agreements with one or more underwriters relating to the offering of the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), ) or (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD or state sate securities or "Blue Sky" laws, to be executed on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing.

Certain Authorizations. The Depositor and the Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust Trust, (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post-effective amendments to such 1933 Act Registration Statement (including the prospectus and exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended amended, of the preferred securities of the Trust (the "1933 ActPreferred Securities"), of the Preferred Securities of the Trust ) and certain other securities of the Depositor, Depositor and (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with one or more national securities exchanges (each, an "Exchange") or the Nasdaq National Association of Securities Dealers ("NASD") Market and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ")Market; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or "Blue Sky" laws; and (iv) to execute on behalf of the Trust such other underwriting agreements Underwriting Agreements with one or more underwriters relating to the offering of the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), or ) and (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD Nasdaq National Market or state securities or "Blue Sky" laws, laws to be executed on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing.

Certain Authorizations. The Depositor and the Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust Trust, (a) the Registration Statement on Form S-2 (the "1933 Act Registration Statement"), including any pre-effective or post-effective amendments to such 1933 Act Registration Statement (including the prospectus and exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended amended, of the preferred securities of the Trust (the "1933 ActCapital Securities"), of the Preferred Securities of the Trust ) and certain other securities of the Depositor, Depositor and (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Capital Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with one or more national securities exchanges (each, an "Exchange") or the National Association of Securities Dealers Dealers, Inc. (the "NASD") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Capital Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ")Market; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Capital Securities under the state securities or "Blue Sky" laws; and (iv) to execute on behalf of the Trust such other underwriting agreements Underwriting Agreements with one or more underwriters relating to the offering of the Preferred Capital Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), or ) and (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD or state securities or "Blue Sky" laws, laws to be executed on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing.

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

Certain Authorizations. The Depositor and the Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust Trust, (a) the Registration Statement on Form SB-2 (the "1933 Act Registration Statement"), including any pre-effective or post-effective amendments to such 1933 Act Registration Statement (including the prospectus and exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended amended, of the preferred securities of the Trust (the "1933 ActPreferred Securities"), of the Preferred Securities of the Trust ) and certain other securities of the Depositor, Depositor and (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with one or more national securities exchanges (eachthe American Stock Exchange, an "Exchange") or the National Association of Securities Dealers ("NASD") Inc. and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ")American Stock Exchange; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or "Blue Sky" laws; and (iv) to execute on behalf of the Trust such other underwriting agreements Underwriting Agreements with one or more underwriters relating to the offering of the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), or ) and (iii) 2 above is required by the rules and regulations of the Commission, any Exchange, the NASD American Stock Exchange or state securities or "Blue Sky" laws, laws to be executed on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing.

Certain Authorizations. The Depositor and the Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (iI) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended amended, of the preferred securities of the Trust (the "1933 ActPreferred Securities"), of the Preferred Securities of the Trust ) and certain other securities of the Depositor, (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act Depositor and (cB) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (iiII) to file with one or more national securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ"); (iiiIII) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or "Blue Sky" laws; and (ivIV) to execute on behalf of the Trust such other underwriting agreements Underwriting Agreements with one or more underwriters relating to the offering of the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), or ) and (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD or state securities or "Blue Sky" laws, to be executed on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by any and all of the foregoing, it being understood that Wilmington Trust Company, in its capacity as a Trusteetrustee of the Trust, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized shall not be required to join in any such filing and to or execute on behalf of the Trust any such document unless required by the rules and all regulations of the foregoingCommission, the Exchange or state securities or blue sky laws.

Certain Authorizations. The Depositor and the Trustee Trustees hereby authorize and direct the Depositor, as the sponsor of the Trust, Depositor (i) to prepare, execute and file on behalf of the Trust with the Securities and Exchange Commission (the "“Commission"”) and execute, in each case a Registration Statement on behalf of Form S-4 (the Trust (a) the 1933 Act “Registration Statement”), including any pre-effective or and/or post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended (the "1933 Act")amended, of beneficial interests in the Preferred Securities of the Trust and certain other securities of the Depositor, (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amendedTrust; (ii) to prepare, execute and file with one or more national securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust a with The Nasdaq Stock Market, the New York Stock Exchange or any other national stock exchange, in any case, as the Depositor shall determine in its sole discretion (each, an “Exchange”), one or more listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities beneficial interests in the Trust to be listed or approved for quotation on any of such Exchange or the NASD's Nasdaq National Market ("NASDAQ")Exchanges; (iii) to prepare, execute and file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, on behalf of the Trust, may deem shall be necessary or desirable to register the Preferred Securities beneficial interests in the Trust under the any state securities or "Blue Sky" “blue sky” laws; and (iv) to execute on behalf of the Trust such other underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities , as the Depositor, on behalf of the Trust, may deem necessary or desirable; and (iv) to prepare and execute on behalf of the Trust letters or documents, or instruments for filing with, a depository relating to beneficial interests in the Trust. In the event that any filing referred to in clauses (i), ) through (ii), or (iiiiv) above is required by the rules and regulations of the Commission, an Exchange or any Exchange, the NASD or state securities or "Blue Sky" laws, “blue sky” laws to be executed on behalf of the Trust by a Trusteethe Trustees, in their capacities as Trustees of the Trust, the Depositor and any Trustee appointed pursuant to Section 6 hereof Trustees are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that no Trustee shall be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, an Exchange or any state securities or blue sky laws, and in such case, only to the extent required.

Certain Authorizations. The Depositor and the Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post-post- effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended amended, of the preferred securities of the Trust (the "1933 ActCapital Securities"), of the Preferred Securities of the Trust ) and certain other securities of the Depositor, Depositor and (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including Statement")(including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Capital Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with one or more national securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Capital Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ"); (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, Depositor on behalf of the Trust, may deem necessary or desirable to register the Preferred Capital Securities under the state securities or "Blue Sky" laws; and (iv) to execute on behalf of the Trust such other underwriting agreements Underwriting Agreements with one or more underwriters relating to the offering of the Preferred Capital Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), ) or (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD or state securities or "Blue Sky" laws, to be executed on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing.

Certain Authorizations. The Depositor and the Trustee ---------------------- hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post-post- effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended amended, of the preferred securities of the Trust (the "1933 ActPreferred Securities"), of the Preferred Securities of the Trust ) and certain other securities of the Depositor, Depositor and (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with one or more national securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ"); (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, Depositor on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or "Blue Sky" laws; and (iv) to execute on behalf of the Trust such other underwriting agreements Underwriting Agreements with one or more underwriters relating to the offering of the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), ) or (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD or state securities or "Blue Sky" laws, to be executed on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing.

Certain Authorizations. The Depositor and the Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, and the Regular Trustee are hereby authorized, in the discretion of the Depositor (i) to i)to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust (a) a)the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended amended, of the preferred securities of the Trust (the "1933 ActPreferred Securities"), of the Preferred Securities of the Trust ) and certain other securities of the Depositor, (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act Depositor and (c) a b)a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to ii)to file with one or more national securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ"); (iii) to iii)to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or "Blue Sky" laws; and (iv) to iv)to execute on behalf of the Trust such other underwriting agreements Underwriting Agreements with one or more underwriters relating to the offering of the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), or ) and (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD or state securities or "Blue Sky" laws, to be executed on behalf of the Trust by a Trustee, the Depositor and the Trustees and any Trustee trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 7 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that the Delaware Trustee, in its capacity as a trustee of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, the Exchange or state securities or blue sky laws.

Certain Authorizations. The In connection with the issuance ---------------------- and sale of the Trust Securities (as defined below) and the purchase of the Debentures (as defined below), the Depositor and the Delaware Trustee hereby authorize and direct the Depositor, as the sponsor acting on its own behalf and on behalf of the Trust, and the Depositor shall have the exclusive power and authority to cause the Trust to: (i) to enter into an Underwriting Agreement in such form as approved by the Depositor among the Depositor, each of the underwriters listed on Schedule A thereto (the "Underwriters") and certain other parties, pursuant to which the Trust will issue and sell to the Underwriters certain of its Capital Securities representing undivided beneficial interests in the assets of the Trust (the "Capital Securities") having certain preferences over the common securities (as defined below) as more particularly described in the Amended and Restated Trust Agreement and such Capital Securities, (ii) to sell to the Depositor certain of its Common Securities representing undivided beneficial interests in the assets of the Trust (the "Common Securities)" being subordinate in certain respects to the Capital Securities as more particularly described in the Amended and Restated Trust Agreement and such Common Securities (the Common Securities and, together with the Capital Securities, being the "Trust Securities"), (iii) to purchase with the proceeds from the issuance and sale of the Trust Securities certain Junior Subordinated Deferrable Interest Debentures to be issued by the Depositor (the "Debentures"), (iv) to prepare and file with the Securities and Exchange Commission (the "Commission") and executea registration statement, in each case on behalf preliminary and final form, with respect to the issuance and sale of the Trust (a) the 1933 Act Registration Statement, including any pre-effective or post-effective amendments to Capital Securities and such 1933 Act Registration Statement relating to the registration under other filings in connection therewith as may be required by the Securities Act of 1933, as amended (the "1933 Act")amended, of the Preferred Securities of the Trust and certain other securities of the Depositor, (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; , and the Trust Indenture Act of 1939, as amended, and (iiv) to file with one execute and be bound by all documents or more national securities exchanges (eachinstruments, an "Exchange") or the National Association of Securities Dealers ("NASD") perform all duties and execute powers, and do all things for and on behalf of the Trust a listing application or applications and in all other applications, statements, certificates, agreements and other instruments as shall be matters necessary or desirable incidental to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ"); (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or "Blue Sky" laws; and (iv) to execute on behalf of the Trust such other underwriting agreements with one or more underwriters relating to the offering of the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), or (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD or state securities or "Blue Sky" laws, to be executed on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing.

Certain Authorizations. The Depositor and the Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "CommissionCOMMISSION") and execute, in each case on behalf of the Trust Trust, (a) the Registration Statement on Form S-3 (the "1933 Act Registration StatementACT REGISTRATION STATEMENT"), including any pre-effective or post-effective amendments to such 1933 Act Registration Statement (including the prospectus and exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended amended, of the preferred securities of the Trust (the "1933 ActPREFERRED SECURITIES"), of the Preferred Securities of the Trust ) and certain other securities of the Depositor, Depositor and (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with one or more national securities exchanges (each, an "Exchange") or the Nasdaq National Association of Securities Dealers ("NASD") Market and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ")Market; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or "Blue Sky" laws; and (iv) to execute on behalf of the Trust such other underwriting agreements Underwriting Agreements with one or more underwriters relating to the offering of the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), or ) and (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD Nasdaq National Market or state securities or "Blue Sky" laws, laws to be executed on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing.

Certain Authorizations. The Depositor Depositor, the Guarantor and the Trustee Trustees hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended amended, of the preferred securities of the Trust (the "1933 ActPreferred Securities"), of the Preferred Securities of the Trust ) and certain other securities of the Depositor, Depositor and (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with one or more national securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments 2 as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ"); (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, Depositor on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or "Blue Sky" laws; and (iv) to execute on behalf of the Trust such other underwriting agreements Underwriting Agreements with one or more underwriters relating to the offering of the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), ) or (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD or state securities or "Blue Sky" laws, to be executed on behalf of the Trust by a Trustee, the Depositor Depositor, the Guarantor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing; it being understood that First Chicago Delaware Inc., in its capacity as a Trustee of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by any such law, rule or regulation.

Certain Authorizations. The Depositor and the Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust Trust, (a) the Registration Statement on Form SB-2 (the "1933 Act Registration Statement"), including any pre-effective or post-effective amendments to such 1933 Act Registration Statement (including the prospectus and exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended amended, of the preferred securities of the Trust (the "1933 ActPreferred Securities"), of the Preferred Securities of the Trust ) and certain other securities of the Depositor, Depositor and (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with one or more national securities exchanges (each, an "Exchange") or the National Association of Securities Dealers Dealers, Inc. (the "NASD") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ")Market; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or "Blue Sky" laws; and (iv) to execute on behalf of the Trust such other underwriting agreements Underwriting Agreements with one or more underwriters relating to the offering of the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), or ) and (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD or state securities or "Blue Sky" laws, laws to be executed on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the 2 Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing.

Certain Authorizations. The Depositor and the Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, is hereby authorized, in its discretion (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust (a) the 1933 Act Registration Statement, including any pre-effective or post-effective amendments to such 1933 Statement on Form S-3 (the "1993 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended amended, of the preferred securities of the Trust (the "1933 ActPreferred Securities"), of the Preferred Securities of the Trust ) and certain other securities of the Depositor, Depositor and (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with one or more national securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ")Market; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or "Blue Sky" laws; and (iv) to execute on behalf of the Trust such other underwriting agreements Underwriting Agreements with one or more underwriters relating to the offering of the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), or ) and (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD or state securities or "Blue Sky" laws, to be executed on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor Trustees and any Trustee trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that the Delaware Trustee, in its capacity as a trustee of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, the Exchange, the NASD or state securities or "Blue Sky" laws.

Certain Authorizations. The Depositor and the Trustee hereby authorize and direct the Depositor, as the sponsor of the Trust, is hereby authorized (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post-post- effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended amended, of the preferred securities of the Trust (the "1933 ActCapital Securities"), of the Preferred Securities of the Trust ) and certain other securities of the Depositor, Depositor and (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (), including all any pre-effective and post-effective amendments thereto) , relating to the registration of the Preferred Capital Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with one or more national securities exchanges (each, an "Exchange") or the Nasdaq National Association of Securities Dealers ("NASD") Market and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Capital Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ")Market; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, Depositor on behalf of the Trust, may deem necessary or desirable to register the Preferred Capital Securities under the state securities or "Blue Sky" laws; and (iv) to execute on behalf of the Trust such other underwriting agreements with one or more underwriters that certain Underwriting Agreement relating to the offering of the Preferred Securities as the DepositorCapital Securities, on behalf of among the Trust, may deem necessary or desirablethe Depositor and the several Underwriters named therein, substantially in the form filed as an exhibit to the 1933 Act Registration Statement. In the event that any filing referred to in clauses (i), (ii), or ) and (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD Nasdaq Stock Market or state securities or "Blue Sky" laws, to be executed on behalf of the Trust by one or more of the Trustees, each of the Trustees, in its or his capacity as a Trusteetrustee of the Trust, the Depositor and any Trustee appointed pursuant to Section 6 hereof are is hereby authorized and, to join in any such filing and to execute on behalf of the Trust by a Trusteeextent so required, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that Wilmington Trust Company in its capacity as a trustee of the Trust shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, the Nasdaq Stock Market or state securities or "Blue Sky" laws. In connection with the filings referred to above, the Depositor and Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxx and Xxxxxxx X. Xxxxxxx, Xx, each as a Trustee and not in their individual capacities, hereby constitute and appoint Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxx and Xxxxxxx X. Xxxxxxx, Xx., and each of them, as its true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or such Trustee or in the Depositor's or such Trustee's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the 1933 Act Registration Statement and the 1934 Act Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, the Nasdaq National Market and administrators of the state securities or "Blue Sky" laws, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor or such Trustee might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

Certain Authorizations. The Depositor Sponsor and the Trustee hereby authorize and direct the DepositorSponsor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust (a) the Registration Statement on Form S-1 (the "1933 Act Registration Statement"), including any pre-effective or post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended amended, of the capital securities of the Trust (the "1933 ActCapital Securities"), of the Preferred Securities of the Trust ) and certain other securities of the Depositor, Sponsor and (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Capital Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with one or more national securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Capital Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ"); (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, Sponsor on behalf of the Trust, may deem necessary or desirable to register the Preferred Capital Securities under the state securities or "Blue Sky" laws; and (iv) to execute on behalf of the Trust such other underwriting agreements Underwriting Agreements with one or more underwriters relating to the offering of the Preferred Capital Securities as the DepositorSponsor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), ) or (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD or state securities or "Blue Sky" laws, to be executed on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor Sponsor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing.

Certain Authorizations. The Depositor and the Trustee ---------------------- hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post-post- effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therin), relating to the registration under the Securities Act of 1933, as amended amended, of the preferred securities of the Trust (the "1933 ActPreferred Securities"), of the Preferred Securities of the Trust ) and certain other securities of the Depositor, Depositor and (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with one or more national securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ"); (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, Depositor on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or "Blue Sky" laws; and (iv) to execute on behalf of the Trust such other underwriting agreements Underwriting Agreements with one or more underwriters relating to the offering of the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), ) or (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD or state securities or "Blue Sky" laws, to be executed on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing.

Certain Authorizations. The Depositor and the Trustee hereby ---------------------- authorize and direct the Depositor, as the sponsor of the Trust, Trust (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post-effective amendments to such 1933 Act Registration Statement (including the prospectus and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended amended, of the preferred securities of the Trust (the "1933 ActPreferred Securities"), of the Preferred Securities of the Trust ) and certain other securities of the Depositor, Depositor and (b) any preliminary prospectus or prospectus summary or supplement thereto relating to the Preferred Securities required to be filed pursuant to Rule 424 under the 1933 Act and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with one or more national securities exchanges (each, an "Exchange") or the National Association of Securities Dealers ("NASD") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market (""NASDAQ"); (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as the Depositor, Depositor on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the state securities or "Blue Sky" laws; and (iv) to execute on behalf of the Trust such other underwriting agreements Underwriting Agreements with one or more underwriters relating to the offering of the Preferred Securities as the Depositor, on behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to in clauses (i), (ii), ) or (iii) above is required by the rules and regulations of the Commission, any Exchange, the NASD or state securities or "Blue Sky" laws, to be executed on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing.