Common use of Conversion Request Clause in Contracts

Conversion Request. To: Caremark Rx, Inc. The undersigned owner of these Debentures hereby irrevocably elects to convert these Debentures, or the portion below designated, into Common Stock of the Company (the "Common Stock") in accordance with the terms of the Indenture (the "Indenture"), dated as of September 29, 1999, between the Company and Wilmington Trust Company, as Trustee. The undersigned owner of these Debentures hereby directs the Conversion Agent to convert such Debentures on behalf of the undersigned into Common Stock at the Conversion Price specified in the Indenture. The undersigned owner of these Debentures also hereby notifies the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, should be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: ----------------------- Principal Amount of Debentures to be converted ($50 or integral multiples thereof): ------------------- If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons. ----------------------------- ----------------------------- ----------------------------- (Sign exactly as your name appears on the other side of this Debenture) (for conversion only) Please print or type name and address, including zip code, and social security or other identifying number: ----------------------------- ----------------------------- ----------------------------- 10 Signature Guarantee:(1) ----------------------------------- ------------------------------------------

Conversion Request. To: Caremark RxWilmington Trust Company, Inc. as Conversion Agent under the Trust Agreement of Gentiva Trust The undersigned owner of these Debentures Preferred Securities hereby irrevocably elects exercises the option to convert these DebenturesPreferred Securities, or the portion below designated, into Common Stock common stock of the Company GENTIVA HEALTH SERVICES, INC., par value $.10 per share (the "Common Stock") ), in accordance with the terms of the Indenture (Trust Agreement. Pursuant to the "Indenture")aforementioned exercise of the option to convert these Preferred Securities, dated as of September 29, 1999, between the Company and Wilmington Trust Company, as Trustee. The undersigned owner of these Debentures hereby directs the Conversion Agent (as that term is defined in the Trust Agreement) to (i) exchange such Preferred Securities for a portion of the Debentures (as that term is defined in the Trust Agreement) held by the Trust at the Conversion Price specified in the Trust Agreement, and (ii) immediately convert such Debentures on behalf of the undersigned undersigned, into Common Stock at the Conversion Price specified in the IndentureTrust Agreement. The number of shares issuable upon conversion of Preferred Securities shall be determined by (i) multiplying the number of Preferred Securities to be converted by $50 and (ii) dividing such amount by the Conversion Price in effect on the Conversion Date. The undersigned owner of these Debentures also hereby notifies directs the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, should be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. If the undersigned is a BHCA Person (as that term is defined in the Trust Agreement, the undersigned certifies that it is in compliance with Section 4.3(a) of the Trust Agreement. Date: ----------------------- Principal Amount ___________________ Number of Debentures Preferred Securities to be converted ($50 or integral multiples thereof): ------------------- converted: _____________ If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons. ----------------------------- ----------------------------- ----------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Sign exactly as your name appears on the other side of this DebentureTrust Security certificate) (for conversion of definitive Preferred Securities only) Please print Print or type name Typewrite Name and addressAddress, including zip codeIncluding Zip Code, and social security Social Security or Other Identifying Number. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Signature Guarantee*:___________________________________________________________ *(Signature must be guaranteed by an "eligible guarantor institution" that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other identifying number"signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended) CERTIFICATE FOR EXCHANGE OR TRANSFER Re: ----------------------------- ----------------------------- ----------------------------- 10 Signature Guarantee:(110% Shared Preference Redeemable Securities ("SPuRS" or "Preferred Securities) ----------------------------------- ------------------------------------------This Certificate relates to _________ Preferred Securities held by _________ (the "Transferor"). The Transferor has requested the Trustee by written order to exchange or register the transfer of a Preferred Security or Preferred Securities. In connection with such request and in respect of each such security, the Transferor does hereby certify to the Depositor and the Trustee that Transferor is familiar with the Trust Agreement relating to the above captioned Preferred Securities and, as provided in Section 5.4 and Section 5.5 of such Trust Agreement, the transfer of this Preferred Security does not require registration under the Securities Act (as defined below) because: [ ] Such Preferred Security is being acquired for the Transferor's own account, without transfer. [ ] Such Preferred Security is being transferred pursuant to an effective registration statement under the Securities Act. [ ] Such Preferred Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")) in reliance on Rule 144A. [ ] Such Preferred Security is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act pursuant to Regulation S, Rule 144 or otherwise (other than pursuant to Rule 144A) under the Securities Act. An opinion of counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. If this certificate is being delivered in connection with a transfer or exchange of Preferred Securities held by a BHCA Person (as that term is defined in the Trust Agreement), such BHCA Person certifies that this transfer or exchange complies with Section 4.3(a) of the Trust Agreement. You are entitled to rely upon this certificate and you are irrevocably authorized to produce this certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. ____________________________________ [INSERT NAME OF TRANSFEROR] By:_________________________________ Date: OPTION OF HOLDER TO ELECT PURCHASE If you wish to have Preferred Securities represented by this certificate purchased by the Depositor pursuant to Article X of the Trust Agreement, check the Box: [ ] If you wish to have a portion of the Preferred Securities represented by this certificate purchased by the Depositor pursuant to Article X of the Trust Agreement, state the number of Preferred Securities you wish to have purchased: _____________ Date: ___________________

Conversion Request. To: Caremark Rx____________________, Inc. as Conversion Agent under the Trust Agreement of AmeriCredit Capital Trust I The undersigned owner of these Debentures Preferred Securities hereby irrevocably elects exercises the option to convert these DebenturesPreferred Securities, or the portion below designated, into Common Stock of the Company AmeriCredit Corp., (the "Common Stock") in accordance with the terms of the Indenture (Trust Agreement. Pursuant to the "Indenture")aforementioned exercise of the option to convert these Preferred Securities, dated as of September 29, 1999, between the Company and Wilmington Trust Company, as Trustee. The undersigned owner of these Debentures hereby directs the Conversion Agent (as that term is defined in the Trust Agreement) to (i) exchange such Preferred Securities for a portion of the Debentures (as that term is defined in the Trust Agreement) held by the Trust at the Conversion Ratio specified in the Trust Agreement, and (ii) immediately convert such Debentures on behalf of the undersigned undersigned, into Common Stock at the Conversion Price Ratio specified in the IndentureTrust Agreement. The undersigned owner of these Debentures also hereby notifies directs the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, should be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: ----------------------- Principal Amount :_________________________ Number of Debentures Preferred Securities to be converted ($50 or integral multiples thereof): ------------------- converted:__________ If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons. ----------------------------- ----------------------------- ----------------------------- ___________________________________________________ ___________________________________________________ ___________________________________________________ (Sign exactly as your name appears on the other side of this DebenturePreferred Security certificate) (for conversion of definitive Preferred Securities only) Please print or type name Typewrite Name and addressAddress, including zip codeIncluding Zip Code, and social security Social Security or Other Identifying Number. ___________________________________________ ___________________________________________ ___________________________________________ Signature Guarantee:*______________________________ _______________ *(Signature must be guaranteed by an "eligible guarantor institution* that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other identifying number: ----------------------------- ----------------------------- ----------------------------- 10 Signature Guarantee:(1"signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended) ----------------------------------- ------------------------------------------EXHIBIT E FORM OF PREFERRED SECURITIES CERTIFICATE AUTHENTICATION This is one of the [____]% Trust Preferred Securities referred to in the within-mentioned Trust Agreement. [_________________________], as Authentication Agent and Registrar By:_____________________________ AUTHORIZED SIGNATURE

Conversion Request. To: Caremark Rx__________________________, Inc. as Conversion Agent under the Trust Agreement of IFC Capital Trust III The undersigned owner of these Debentures Preferred Securities hereby irrevocably elects exercises the option to convert these DebenturesPreferred Securities, or the portion below designated, into Common Stock of the Company Xxxxx Financial Corporation (the "Common Stock") in accordance with the terms of the Indenture (Trust Agreement. Pursuant to the "Indenture")aforementioned exercise of the option to convert these Preferred Securities, dated as of September 29, 1999, between the Company and Wilmington Trust Company, as Trustee. The undersigned owner of these Debentures hereby directs the Conversion Agent (as that term is defined in the Trust Agreement) to (i) exchange such Preferred Securities for a portion of the Debentures (as that term is defined in the Trust Agreement) held by the Trust at the Conversion Ratio specified in the Trust Agreement, and (ii) immediately convert such Debentures on behalf of the undersigned undersigned, into Common Stock at the Conversion Price Ratio specified in the IndentureTrust Agreement. The undersigned owner of these Debentures also hereby notifies directs the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, should be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: ----------------------- Principal Amount :______________________ Number of Debentures Preferred Securities to be converted ($50 or integral multiples thereof): ------------------- converted:___________________ If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons. ----------------------------- ----------------------------- ----------------------------- __________________________________________ __________________________________________ __________________________________________ (Sign exactly as your name appears on the other side of this DebenturePreferred Security certificate) (for conversion of definitive Preferred Securities only) Please print or type name Typewrite Name and addressAddress, including zip codeIncluding Zip Code, and social security Social Security or Other Identifying Number. _________________________________________________ _________________________________________________ _________________________________________________ Signature Guarantee:*_______________________________________ ______________ *(Signature must be guaranteed by an "eligible guarantor institution* that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other identifying number: ----------------------------- ----------------------------- ----------------------------- 10 Signature Guarantee:(1"signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended) ----------------------------------- ------------------------------------------EXHIBIT E FORM OF PREFERRED SECURITIES CERTIFICATE AUTHENTICATION This is one of the ____% Cumulative Convertible Trust Preferred Securities referred to in the within-mentioned Amended and Restated Trust Agreement. WILMINGTON TRUST COMPANY, as Authentication Agent and Registrar By:___________________________________ AUTHORIZED SIGNATURE

Conversion Request. To: Caremark Rx____________________, Inc. as Conversion Agent under the Trust Agreement of American Capital Trust I The undersigned owner of these Debentures Preferred Securities hereby irrevocably elects exercises the option to convert these DebenturesPreferred Securities, or the portion below designated, into Common Stock of the Company American Bank Incorporated, (the "Common Stock") in accordance with the terms of the Indenture (Trust Agreement. Pursuant to the "Indenture")aforementioned exercise of the option to convert these Preferred Securities, dated as of September 29, 1999, between the Company and Wilmington Trust Company, as Trustee. The undersigned owner of these Debentures hereby directs the Conversion Agent (as that term is defined in the Trust Agreement) to (i) exchange such Preferred Securities for a portion of the Debentures (as that term is defined in the Trust Agreement) held by the Trust at the Conversion Ratio specified in the Trust Agreement, and (ii) immediately convert such Debentures on behalf of the undersigned undersigned, into Common Stock at the Conversion Price Ratio specified in the IndentureTrust Agreement. The undersigned owner of these Debentures also hereby notifies directs the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, should be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: ----------------------- Principal Amount --------------------------------------------- Number of Debentures Preferred Securities to be converted ($50 or integral multiples thereof): ------------------- converted: If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons. ----------------------------- ----------------------------- ----------------------------- (Sign exactly as your name appears on the other side of this DebenturePreferred Security certificate) (for conversion of definitive Preferred Securities only) Please print or type name Typewrite Name and addressAddress, including zip codeIncluding Zip Code, and social security Social Security or Other Identifying Number. Signature Guarantee*: --------------------------------------------- *(Signature must be guaranteed by an eligible guarantor institution* that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (STAMP) or such other identifying numbersignature guarantee program as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended). EXHIBIT E FORM OF PREFERRED SECURITIES CERTIFICATE AUTHENTICATION This is one of the ____% Cumulative Convertible Trust Preferred Securities referred to in the within-mentioned Amended and Restated Trust Agreement. ----------------------------------------, AS AUTHENTICATION AGENT AND REGISTRAR BY: ----------------------------- ----------------------------- ----------------------------- 10 Signature Guarantee:(1) ----------------------------------- ----------------------------------------------------------------------------------- AUTHORIZED SIGNATURE

Conversion Request. To: Caremark Rx, New York Bancorp Inc. The undersigned owner of these Debentures Securities hereby irrevocably elects exercises the option to convert these DebenturesSecurities, or the portion below designated, into Common Stock of the Company New York Bancorp Inc. (the "Common Stock") in accordance with the terms of the Indenture (the "Indenture"), dated as of September 29__________ __, 19991997, between the Company and Wilmington Trust CompanyThe Bank of New York, as Trustee. The Pursuant to the aforementioned exercise of the options to convert these Capital Securities, the undersigned owner of these Debentures hereby directs the Conversion Agent (as that term is defined in the Indenture) to convert such Debentures Securities on behalf of the undersigned undersigned, into Common Stock (at the Conversion Price conversion price specified in the Indenture). The undersigned owner of these Debentures also hereby notifies directs the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, should be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: ----------------------- ------------------------ Principal Amount of Debentures Securities to be converted ($50 25 or integral multiples thereof): ------------------- If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons. ----------------------------- ----------------------------- ----------------------------- -------------------------------------- -------------------------------------- -------------------------------------- -------------------------------------- (Sign exactly as your name appears on the other side of this DebentureSecurity) (for conversion only) Please print Print or type name Type Name and addressAddress, including zip codeIncluding Zip Code, and social security Social Security or Other Identifying Number -------------------------------------- -------------------------------------- -------------------------------------- -------------------------------------- Signature Guarantee:* --------------------------------------------- --------------- * Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other identifying number: ----------------------------- ----------------------------- ----------------------------- 10 Signature Guarantee:(1) ----------------------------------- ------------------------------------------"signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Act of 1934, as amended.

Conversion Request. To: Wilmington Trust Company, as Conversion Agent under the Trust Agreement of Caremark Rx, Inc. Rx Capital Trust I The undersigned owner of these Debentures Preferred Securities hereby irrevocably elects exercises the option to convert these DebenturesPreferred Securities, or the portion below designated, into Common Stock of the Company CAREMARK RX, INC. (the "Common Stock") in accordance with the terms of the Indenture (Trust Agreement. Pursuant to the "Indenture")aforementioned exercise of the option to convert these Preferred Securities, dated as of September 29, 1999, between the Company and Wilmington Trust Company, as Trustee. The undersigned owner of these Debentures hereby directs the Conversion Agent (as that term is defined in the Trust Agreement) to (i) exchange such Preferred Securities for a portion of the Debentures (as that term is defined in the Trust Agreement) held by the Trust at the Conversion Price specified in the Trust Agreement, and (ii) immediately convert such Debentures on behalf of the undersigned undersigned, into Common Stock at the Conversion Price specified in the IndentureTrust Agreement. The undersigned owner of these Debentures also hereby notifies directs the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, should be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. If the undersigned is a BHCA Person (as that term is defined in the Trust Agreement, the undersigned certifies that it is in compliance with Section 4.3(a) of the Trust Agreement. Date: ----------------------- Principal Amount ------------------------- Number of Debentures Preferred Securities to be converted ($50 or integral multiples thereof): ------------------- converted: ----------------- If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons. ----------------------------- ----------------------------- ----------------------------- -------------------------------------------- -------------------------------------------- -------------------------------------------- (Sign exactly as your name appears on the other side of this DebentureTrust Security certificate) (for conversion of definitive Preferred Securities only) Please print Print or type name Typewrite Name and addressAddress, including zip codeIncluding Zip Code, and social security Social Security or Other Identifying Number. -------------------------------------------- -------------------------------------------- -------------------------------------------- 7 Signature Guarantee:* ----------------------- ------------------- *(Signature must be guaranteed by an "eligible guarantor institution" that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other identifying number"signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended) 8 CERTIFICATE FOR EXCHANGE OR TRANSFER Re: ----------------------------- ----------------------------- ----------------------------- 10 7.0% Shared Preference Redeemable Securities ("SPuRS" or "Preferred Securities) This Certificate relates to _________ Preferred Securities held by _________ (the "Transferor"). The Transferor has requested the Trustee by written order to exchange or register the transfer of a Preferred Security or Preferred Securities. In connection with such request and in respect of each such security, the Transferor does hereby certify to the Depositor and the Trustee that Transferor is familiar with the Trust Agreement relating to the above captioned Preferred Securities and, as provided in Section 5.4 and Section 5.5 of such Trust Agreement, the transfer of this Preferred Security does not require registration under the Securities Act (as defined below) because: [ ] Such Preferred Security is being acquired for the Transferor's own account, without transfer. [ ] Such Preferred Security is being transferred pursuant to an effective registration statement under the Securities Act. [ ] Such Preferred Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")) in reliance on Rule 144A. [ ] Such Preferred Security is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act pursuant to Regulation S, Rule 144 or otherwise (other than pursuant to Rule 144A) under the Securities Act. An opinion of counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. If this certificate is being delivered in connection with a transfer or exchange of Preferred Securities held by a BHCA Person (as that term is defined in the Trust Agreement), such BHCA Person certifies that this transfer or exchange complies with Section 4.3(a) of the Trust Agreement. You are entitled to rely upon this certificate and you are irrevocably authorized to produce this certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. ---------------------------- [INSERT NAME OF TRANSFEROR] By: ------------------------- Date: ------------------------------- 9 OPTION OF HOLDER TO ELECT PURCHASE If you wish to have Preferred Securities represented by this certificate purchased by the Depositor pursuant to Article X of the Trust Agreement, check the Box: [ ] If you wish to have a portion of the Preferred Securities represented by this certificate purchased by the Depositor pursuant to Article X of the Trust Agreement, state the number of Preferred Securities you wish to have purchased: ___________________________ Date: Your Signature(s): --------------------- ------------------------- Tax Identification No.: (Sign exactly as your name appears on the face of this Security) Signature Guarantee:(1) ----------------------------------- ------------------------------------------Guarantee*: -------------------------------------- ---------------------

Conversion Request. To: Caremark RxThe Bank of New York, Inc. as Conversion Agent: The undersigned owner of these Debentures Preferred Securities hereby irrevocably elects exercises the option to convert these DebenturesPreferred Securities, or the portion below designated, into Common Stock of the Company (the "Common Stock") Reinsurance Group of America, Incorporated in accordance with the terms and conditions of the Indenture Amended and Restated Trust Agreement of [RGA Capital Trust III / RGA Capital Trust IV] (the "Indenture"“Trust Agreement”), dated as of September 29, 199920 , between the Company and Wilmington Trust Companyamong Reinsurance Group of America, Incorporated, as Depositor, The Bank of New York, as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, the Administrative Trustees and the Holders from time to time (each, as defined therein). The Pursuant to the aforementioned exercise of the option to convert these Preferred Securities, the undersigned owner of these Debentures hereby directs you, as Conversion Agent (as that term is defined in the Trust Agreement) to (i) exchange such Preferred Securities for a portion of the Debt Securities (as that term is defined in the Trust Agreement) held by the Trust at the Conversion Agent to Ratio specified in the Trust Agreement, and (ii) immediately convert such Debentures on behalf of the undersigned undersigned, into Common Stock at the Conversion Price Rate specified in the IndentureTrust Agreement. The undersigned owner of these Debentures also hereby notifies the directs you, as Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, should be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: ----------------------- Principal Amount Number of Debentures Preferred Securities to be converted ($50 or integral multiples thereof): ------------------- converted: If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons. ----------------------------- ----------------------------- ----------------------------- (Sign exactly as your name appears on the other side of this Debenture) (for conversion only) Please print or type name and address, including zip code, and social security or other identifying number: ----------------------------- ----------------------------- ----------------------------- 10 Signature Guarantee:(1) ----------------------------------- ------------------------------------------__________________________________ __________________________________ __________________________________ Dated:

Conversion Request. To: Wilmington Trust Company, as Conversion Agent under the Trust Agreement of Caremark Rx, Inc. Rx Capital Trust I The undersigned owner of these Debentures Preferred Securities hereby irrevocably elects exercises the option to convert these DebenturesPreferred Securities, or the portion below designated, into Common Stock of the Company CAREMARK RX, INC. (the "Common Stock") in accordance with the terms of the Indenture (Trust Agreement. Pursuant to the "Indenture")aforementioned exercise of the option to convert these Preferred Securities, dated as of September 29, 1999, between the Company and Wilmington Trust Company, as Trustee. The undersigned owner of these Debentures hereby directs the Conversion Agent (as that term is defined in the Trust Agreement) to (i) exchange such Preferred Securities for a portion of the Debentures (as that term is defined in the Trust Agreement) held by the Trust at the Conversion Price specified in the Trust Agreement, and (ii) immediately convert such Debentures on behalf of the undersigned undersigned, into Common Stock at the Conversion Price specified in the IndentureTrust Agreement. The undersigned owner of these Debentures also hereby notifies directs the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, should be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. If the undersigned is a BHCA Person (as that term is defined in the Trust Agreement, the undersigned certifies that it is in compliance with Section 4.3(a) of the Trust Agreement. Date: ----------------------- Principal Amount :______________________ Number of Debentures Preferred Securities to be converted ($50 or integral multiples thereof): ------------------- converted: ____________ If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons. ----------------------------- ----------------------------- ----------------------------- ----------------------------------------- ----------------------------------------- ----------------------------------------- (Sign exactly as your name appears on the other side of this DebenturePreferred Securities certificate) (for conversion of definitive Preferred Securities only) Please print Print or type name Typewrite Name and addressAddress, including zip codeIncluding Zip Code, and social security Social Security or Other Identifying Number. ----------------------------------------- ----------------------------------------- ---------------------------------------------------- Signature Guarantee:* ------------------------------- ------------------- *(Signature must be guaranteed by an "eligible guarantor institution" that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other identifying number"signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended) EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF PREFERRED SECURITIES CERTIFICATE FOR EXCHANGE OR TRANSFER Re: ----------------------------- ----------------------------- ----------------------------- 10 7.0% Shared Preference Redeemable Securities ("SpuRS" or "Preferred Securities) This Certificate relates to _________ Preferred Securities held by _________ (the "Transferor"). The Transferor has requested the Trustee by written order to exchange or register the transfer of a Preferred Security or Preferred Securities. In connection with such request and in respect of each such security, the Transferor does hereby certify to the Depositor and the Trustee that Transferor is familiar with the Trust Agreement relating to the above captioned Preferred Securities and, as provided in Section 5.4 and Section 5.5 of such Trust Agreement, the transfer of this Preferred Security does not require registration under the Securities Act (as defined below) because: [ ] Such Preferred Security is being acquired for the Transferor's own account, without transfer. [ ] Such Preferred Security is being transferred pursuant to an effective registration statement under the Securities Act. [ ] Such Preferred Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")) in reliance on Rule 144A. [ ] Such Preferred Security is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act pursuant to Regulation S, Rule 144 or otherwise (other than pursuant to Rule 144A) under the Securities Act. An opinion of counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. If this certificate is being delivered in connection with a transfer or exchange of Preferred Securities held by a BHCA Person (as that term is defined in the Trust Agreement), such BHCA Person certifies that this transfer or exchange complies with Section 4.3(a) of the Trust Agreement. You are entitled to rely upon this certificate and you are irrevocably authorized to produce this certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. _______________________________________ [INSERT NAME OF TRANSFEROR] By: ------------------------------------- Date: -------------------------------- 00 XXXXXXX X [OPTION OF HOLDER TO ELECT PURCHASE] If you wish to have Preferred Securities represented by this certificate purchased by the Depositor pursuant to Article X of the Trust Agreement, check the Box: [ ] If you wish to have a portion of the Preferred Securities represented by this certificate purchased by the Depositor pursuant to Article X of the Trust Agreement, state the number of Preferred Securities you wish to have purchased: ____________________ Date: ___________________ Your Signature(s): -------------------------- Tax Identification No.: (Sign exactly as your name appears on the face of this Security) Signature Guarantee:(1Guarantee*: ------------------------------------------ ----------------- *(Signature must be guaranteed by an "eligible guarantor institution" that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") ----------------------------------- ------------------------------------------or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended)

Conversion Request. To: Caremark Rx, Inc. First Union National Bank of South Carolina as Property Trustee of Insignia Financing II The undersigned owner of these Debentures Common Securities hereby irrevocably elects exercises the option to convert these DebenturesCommon Securities, or the portion below designated, into Common Stock of the Company Insignia Financial Group, Inc. (the "Common Stock") in accordance with the terms of the Indenture (the "Indenture")Amended and Restated Declaration of Trust, dated as of September 29__________, 199920__ (as amended from time to time , between the Company and Wilmington Trust Company"Declaration"), by the Regular Trustees named therein, First Union Bank of Delaware, as Delaware Trustee, [First Union National Bank of South Carolina,] as Property Trustee, Insignia Financial Group, Inc., as Sponsor, and by the Holders, from time to time, of undivided beneficial interests in the Trust to be issued pursuant to the Declaration. The Pursuant to the aforementioned exercise of the option to convert these Common Securities, the undersigned owner of these Debentures hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Common Securities for a portion of the Debentures (as that term is defined in the Declaration) held by the Trust (at the rate of exchange specified in the terms of the Common Securities set forth as Annex I to the Declaration) and (ii) immediately convert such Debentures on behalf of the undersigned undersigned, into Common Stock (at the Conversion Price conversion rate specified in the Indentureterms of the Common Securities set forth as Annex I to the Declaration). The undersigned owner of these Debentures does also hereby notifies direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, should be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: ----------------------- Principal Amount _________________, _____ in whole in part Number of Debentures Common Securities to be converted ($50 or integral multiples thereof): ------------------- converted: --------------------------------------------- If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or personspersons --------------------------------------------- --------------------------------------------- --------------------------------------------- --------------------------------------------- --------------------------------------------- Signature (for conversion only) Please Print or Typewrite Name and Address, Including Zip Code, and Social or Other Identifying Number --------------------------------------------- --------------------------------------------- --------------------------------------------- --------------------------------------------- --------------------------------------------- Signature Guarantee:*________________________ * (Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Conversion Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Conversion Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.) ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security Certificate to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert assignee's social security or tax identification number) and irrevocably appoints________________________________________________________ ________________________________________________________________________________ __________________________________________agent to transfer this Common Security Certificate on the books of the Trust. ----------------------------- ----------------------------- ----------------------------- The agent may substitute another to act for him or her. Date: --------------------------- Signature: ---------------------- (Sign exactly as your name appears on the other side of this DebentureCommon Security Certificate) Signature Guarantee** ---------------------------------------------------------- ** Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. XXXXXXX X-0 SPECIMEN OF DEBENTURE {(FORM OF FACE OF CONVERTIBLE DEBENTURE)} {IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT THE FOLLOWING -- This Debenture is a Book Entry Debenture within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Debenture is exchangeable for Convertible Debentures registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Debenture (other than a transfer of this Debenture as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in such limited circumstances. Unless this Debenture is presented by an authorized representative of The Depositary Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any Debenture issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depositary Trust Company and any payment hereon is made to Cede & Co. or such other person or entity so named by The Depositary Trust Company, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.} {IF THE DEBENTURE IS TO INCLUDE THE RESTRICTED SECURITIES LEGEND, INSERT THE FOLLOWING-- THIS SECURITY AND ANY COMMON STOCK ISSUED ON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, REPRESENTS, ACKNOWLEDGES, AND AGREES FOR THE BENEFIT OF INSIGNIA FINANCIAL GROUP, INC. (THE "COMPANY") THAT: (I) IT HAS ACQUIRED A "RESTRICTED SECURITY" THAT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT; (II) IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF (X) THE EARLIER OF THE ORIGINAL ISSUE DATE HEREOF AND THE ORIGINAL ISSUE DATE OF ANY PREDECESSOR OF THIS SECURITY AND (Y) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) (for conversion onlyTHE "RESALE RESTRICTION TERMINATION DATE") Please print or type name and addressEXCEPT (A) TO THE COMPANY, including zip code(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, and social security or other identifying number: ----------------------------- ----------------------------- ----------------------------- 10 Signature Guarantee:(1OR (C) ----------------------------------- ------------------------------------------PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY APPLICABLE JURISDICTION; AND

Conversion Request. To: Caremark Rx____________________, Inc. as Conversion Agent under the Trust Agreement of Southside Capital Trust II The undersigned owner of these Debentures Preferred Securities hereby irrevocably elects exercises the option to convert these DebenturesPreferred Securities, or the portion below designated, into Common Stock of the Company Southside Bancshares, Inc., (the "Common Stock") in accordance with the terms of the Indenture (Trust Agreement. Pursuant to the "Indenture")aforementioned exercise of the option to convert these Preferred Securities, dated as of September 29, 1999, between the Company and Wilmington Trust Company, as Trustee. The undersigned owner of these Debentures hereby directs the Conversion Agent (as that term is defined in the Trust Agreement) to (i) exchange such Preferred Securities for a portion of the Debentures (as that term is defined in the Trust Agreement) held by the Trust at the Conversion Ratio specified in the Trust Agreement, and (ii) immediately convert such Debentures on behalf of the undersigned undersigned, into Common Stock at the Conversion Price Ratio specified in the IndentureTrust Agreement. The undersigned owner of these Debentures also hereby notifies directs the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, should be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: ----------------------- Principal Amount ------------------- Number of Debentures Preferred Securities to be converted ($50 or integral multiples thereof): ------------------- converted: ----------------- If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons. ----------------------------- ----------------------------- ----------------------------- --------------------------------------- --------------------------------------- --------------------------------------- (Sign exactly as your name appears on the other side of this DebenturePreferred Security certificate) (for conversion of definitive Preferred Securities only) Please print or type name Typewrite Name and addressAddress, including zip codeIncluding Zip Code, and social security Social Security or Other Identifying Number. --------------------------------------- --------------------------------------- --------------------------------------- Signature Guarantee:* -------------------------------------- ---------- *(Signature must be guaranteed by an "eligible guarantor institution* that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other identifying number"signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended) EXHIBIT E FORM OF PREFERRED SECURITIES CERTIFICATE AUTHENTICATION This is one of the ____% Cumulative Convertible Trust Preferred Securities referred to in the within-mentioned Amended and Restated Trust Agreement. WILMINGTON TRUST COMPANY, as Authentication Agent and Registrar By: ----------------------------- ----------------------------- ----------------------------- 10 Signature Guarantee:(1) ----------------------------------- -------------------------------------------------------------------------------- AUTHORIZED SIGNATURE

Conversion Request. To: Caremark RxFirst Chicago Delaware Inc., Inc. as Conversion Agent under the Trust Agreement of TXI Capital Trust I The undersigned owner of these Debentures Preferred Securities hereby irrevocably elects exercises the option to convert these DebenturesPreferred Securities, or the portion below designated, into Common Stock of the Company TEXAS INDUSTRIES, INC. (the "Common Stock") in accordance with the terms of the Indenture (Trust Agreement. Pursuant to the "Indenture")aforementioned exercise of the option to convert these Preferred Securities, dated as of September 29, 1999, between the Company and Wilmington Trust Company, as Trustee. The undersigned owner of these Debentures hereby directs the Conversion Agent (as that term is defined in the Trust Agreement) to (i) exchange such Preferred Securities for a portion of the Debentures (as that term is defined in the Trust Agreement) held by the Trust at the Conversion Price specified in the Trust Agreement, and (ii) immediately convert such Debentures on behalf of the undersigned undersigned, into Common Stock at the Conversion Price specified in the IndentureTrust Agreement. The undersigned owner of these Debentures also hereby notifies directs the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, should be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: ----------------------- Principal Amount ---------------------- Number of Debentures Preferred Securities to be converted ($50 or integral multiples thereof): ------------------- converted: ------------------------ If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons. ----------------------------- ----------------------------- ----------------------------- ---------------------------- ---------------------------- ---------------------------- (Sign exactly as your name appears on the other side of this DebentureCapital Security certificate) (for conversion of definitive Preferred Securities only) Please print Print or type name Typewrite Name and addressAddress, including zip codeIncluding Zip Code, and social security Social Security or Other Identifying Number. ---------------------------- ---------------------------- ---------------------------- Signature Guarantee:* ------------------------------ ---------------------------- *(Signature must be guaranteed by an "eligible guarantor institution" that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other identifying number: ----------------------------- ----------------------------- ----------------------------- 10 Signature Guarantee:(1) ----------------------------------- ------------------------------------------"signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended)