Common use of Conversion Request Clause in Contracts

Conversion Request. To: __________________________, as Conversion Agent under the Trust Agreement of IFC Capital Trust III The undersigned owner of these Preferred Securities hereby irrevocably exercises the option to convert these Preferred Securities, or the portion below designated, into Common Stock of Xxxxx Financial Corporation (the "Common Stock") in accordance with the terms of the Trust Agreement. Pursuant to the aforementioned exercise of the option to convert these Preferred Securities, the undersigned 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, into Common Stock at the Conversion Ratio specified in the Trust Agreement. The undersigned also hereby directs the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, 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:______________________ Number of Preferred Securities to be 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 Preferred Security certificate) (for conversion of definitive Preferred Securities only) Please print or Typewrite Name and Address, Including Zip Code, and 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 "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: __________________________The Bank of New York, as Conversion Agent under the Trust Agreement of IFC Capital Trust III Agent: The undersigned owner of these Preferred Securities hereby irrevocably exercises the option to convert these Preferred Securities, or the portion below designated, into Common Stock of Xxxxx Financial Corporation (the "Common Stock") Reinsurance Group of America, Incorporated in accordance with the terms and conditions of the Amended and Restated Trust Agreement of [RGA Capital Trust III / RGA Capital Trust IV] (the “Trust Agreement”), dated as of , 20 , among 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). Pursuant to the aforementioned exercise of the option to convert these Preferred Securities, the undersigned hereby directs the you, as Conversion Agent (as that term is defined in the Trust Agreement) to (i) exchange such Preferred Securities for a portion of the Debentures Debt Securities (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, into Common Stock at the Conversion Ratio Rate specified in the Trust Agreement. The undersigned also hereby directs the you, as Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, 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:______________________ Number of Preferred Securities to be 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 Preferred Security certificate) (for conversion of definitive Preferred Securities only) Please print or Typewrite Name and Address, Including Zip Code, and 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 "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 ByDated:___________________________________ AUTHORIZED SIGNATURE

Conversion Request. To: __________________________First Chicago Delaware Inc., as Conversion Agent under the Trust Agreement of IFC TXI Capital Trust III I The undersigned owner of these Preferred Securities hereby irrevocably exercises the option to convert these Preferred Securities, or the portion below designated, into Common Stock of Xxxxx Financial Corporation TEXAS INDUSTRIES, INC. (the "Common Stock") in accordance with the terms of the Trust Agreement. Pursuant to the aforementioned exercise of the option to convert these Preferred Securities, the undersigned 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 Price specified in the Trust Agreement, and (ii) immediately convert such Debentures on behalf of the undersigned, into Common Stock at the Conversion Ratio Price specified in the Trust Agreement. The undersigned also hereby directs the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, 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:______________________ : ---------------------- Number of Preferred Securities to be 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 Preferred Capital Security certificate) (for conversion of definitive Preferred Securities only) Please print Print or Typewrite Name and Address, Including Zip Code, and 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 "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: __________________________, First Union National Bank of South Carolina as Conversion Agent under the Trust Agreement Property Trustee of IFC Capital Trust III Insignia Financing II The undersigned owner of these Preferred Common Securities hereby irrevocably exercises the option to convert these Preferred Common Securities, or the portion below designated, into Common Stock of Xxxxx Insignia Financial Corporation Group, Inc. (the "Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust, dated as of __________, 20__ (as amended from time to time , the "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 Agreementto be issued pursuant to the Declaration. Pursuant to the aforementioned exercise of the option to convert these Preferred Common Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Trust AgreementDeclaration) to (i) exchange such Preferred Common Securities for a portion of the Debentures (as that term is defined in the Trust AgreementDeclaration) held by the Trust (at the Conversion Ratio rate of exchange specified in the Trust Agreement, terms of the Common Securities set forth as Annex I to the Declaration) and (ii) immediately convert such Debentures on behalf of the undersigned, into Common Stock (at the Conversion Ratio conversion rate specified in the Trust Agreementterms of the Common Securities set forth as Annex I to the Declaration). The undersigned does also hereby directs direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, 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:: _________________, _____ in whole in part Number of Preferred Common Securities to be 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. __________________persons --------------------------------------------- --------------------------------------------- --------------------------------------------- --------------------------------------------- --------------------------------------------- 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__________________________________________ __________________________________________ (Sign exactly as your name appears on the other side of this Preferred Security certificate) (for conversion of definitive Preferred Securities only) Please print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number. _________________________________________________ _________________________________________________ _________________________________________________ Signature Guarantee:*_______________________________________ ______________ _____________________________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 Common Security Certificate) Signature Guarantee*(* ---------------------------------------------------------- ** Signature must be guaranteed by an "eligible guarantor institution* " that is, 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) EXHIBIT E . XXXXXXX X-0 SPECIMEN OF DEBENTURE {(FORM OF PREFERRED SECURITIES CERTIFICATE AUTHENTICATION FACE OF CONVERTIBLE DEBENTURE)} {IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT THE FOLLOWING -- This Debenture is one a Book Entry Debenture within the meaning of the ____% Cumulative Convertible Trust Preferred Securities Indenture hereinafter referred to and is registered in the within-mentioned Amended 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 Restated 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 AgreementCompany (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. WILMINGTON TRUST 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) (THE "RESALE RESTRICTION TERMINATION DATE") EXCEPT (A) TO THE COMPANY, as Authentication Agent and Registrar By:___________________________________ AUTHORIZED SIGNATURE(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (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: __________________________, as Conversion Agent under the Trust Agreement of IFC AmeriCredit Capital Trust III I The undersigned owner of these Preferred Securities hereby irrevocably exercises the option to convert these Preferred Securities, or the portion below designated, into Common Stock of Xxxxx Financial Corporation AmeriCredit Corp., (the "Common Stock") in accordance with the terms of the Trust Agreement. Pursuant to the aforementioned exercise of the option to convert these Preferred Securities, the undersigned 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, into Common Stock at the Conversion Ratio specified in the Trust Agreement. The undersigned also hereby directs the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, 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:_________________________ Number of Preferred Securities to be 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 Preferred Security certificate) (for conversion of definitive Preferred Securities only) Please print or Typewrite Name and Address, Including Zip Code, and 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 "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: __________________________, as Conversion Agent under the Trust Agreement of IFC Capital Trust III American Home Mortgage Investment Corp. The undersigned owner of these Preferred Securities hereby irrevocably exercises the option to convert these Preferred Securities, or the portion below designated, into Common Stock of Xxxxx Financial Corporation (as such term is defined in the Indenture, dated June 28, 2007, between American Home Mortgage Investment Corp. and Wilmington Trust Company, as Debenture Trustee (the "Common StockIndenture")) in accordance with the terms of the Trust Agreement. Pursuant to the aforementioned exercise of the option to convert these Preferred Securities, the undersigned 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, into Common Stock at the Conversion Ratio specified in the Trust AgreementIndenture. The undersigned does also hereby directs the Conversion Agent direct that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, 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. Any holder, upon the exercise of its conversion rights in accordance with the terms of the Indenture and the Securities, agrees to be bound by the terms of the Registration Rights Agreement relating to the Common Stock issuable upon conversion of the Securities and agrees to appoint the Conversion Agent for the purpose of effecting the conversion of the Securities into shares of Common Stock. Date:_______: _______________ Number Principal Amount of Preferred Securities to be 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 Preferred Security certificate) (for conversion of definitive Preferred Securities only) Please print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number. _________________________________________________ _________________________________________________________ _________________________________________________________ (Sign exactly as your name appears on the other side of this certificate) (for conversion of definitive Securities only) _________________________________________________________ _________________________________________________________ _________________________________________________________ Please print or Typewrite Name and Address, Including Zip Code, and 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 "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: __________________________, as Conversion Agent under the Trust Agreement of IFC Capital Trust III LIFE Financial Corporation The undersigned owner of these Preferred Securities hereby irrevocably exercises the option to convert these Preferred Securities, or the portion below designated, into Common Stock of Xxxxx LIFE Financial Corporation (the "Common Stock") in accordance with the terms of the Indenture (the "Indenture"), dated as of __________ __, 1997, between the Company and State Street Bank and Trust AgreementCompany, as Trustee. Pursuant to the aforementioned exercise of the option options to convert these Preferred Capital Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Trust AgreementIndenture) 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 Securities on behalf of the undersigned, into Common Stock (at the Conversion Ratio conversion price specified in the Trust AgreementIndenture). The undersigned also hereby directs the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, 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:: _______________________ Number Principal Amount of Preferred Securities to be converted:_________________converted ($__ 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 Preferred Security certificate) (for conversion of definitive Preferred Securities only) Please print or Typewrite Name and Address, Including Zip Code, and 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 "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(SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THIS SECURITY) (FOR CONVERSION ONLY) Please Print or Type Name and Address, Including Zip Code, and Social Security or Other Identifying Number ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Signature Guarantee:* _____________________________

Conversion Request. To: __________________________, as Conversion Agent under the Trust Agreement of IFC Capital Trust III New York Bancorp Inc. The undersigned owner of these Preferred Securities hereby irrevocably exercises the option to convert these Preferred Securities, or the portion below designated, into Common Stock of Xxxxx Financial Corporation New York Bancorp Inc. (the "Common Stock") in accordance with the terms of the Trust AgreementIndenture (the "Indenture"), dated as of __________ __, 1997, between the Company and The Bank of New York, as Trustee. Pursuant to the aforementioned exercise of the option options to convert these Preferred Capital Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Trust AgreementIndenture) 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 Securities on behalf of the undersigned, into Common Stock (at the Conversion Ratio conversion price specified in the Trust AgreementIndenture). The undersigned also hereby directs the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, 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:______________________ Number : ------------------------ Principal Amount of Preferred Securities to be converted:___________________ converted ($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 Preferred Security certificateSecurity) (for conversion of definitive Preferred Securities only) Please print Print or Typewrite Type Name and Address, Including Zip Code, and Social Security or Other Identifying Number. _________________________________________________ _________________________________________________ _________________________________________________ Number -------------------------------------- -------------------------------------- -------------------------------------- -------------------------------------- Signature Guarantee:*_______________________________________ ______________ *(:* --------------------------------------------- --------------- * Signature must be guaranteed by an "eligible guarantor institution* " that is, 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 and 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: __________________________, as Conversion Agent under the Trust Agreement of IFC Southside Capital Trust III II The undersigned owner of these Preferred Securities hereby irrevocably exercises the option to convert these Preferred Securities, or the portion below designated, into Common Stock of Xxxxx Financial Corporation Southside Bancshares, Inc., (the "Common Stock") in accordance with the terms of the Trust Agreement. Pursuant to the aforementioned exercise of the option to convert these Preferred Securities, the undersigned 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, into Common Stock at the Conversion Ratio specified in the Trust Agreement. The undersigned also hereby directs the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, 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:______________________ : ------------------- Number of Preferred Securities to be 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 Preferred Security certificate) (for conversion of definitive Preferred Securities only) Please print or Typewrite Name and Address, Including Zip Code, and 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 "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: __________________________Firstar Bank, National Association as Conversion Agent under the Trust Agreement Property Trustee of IFC Chemed Capital Trust III The undersigned owner of these Preferred Securities hereby irrevocably exercises the option to convert these Preferred Securities, or the portion below designated, into Common Stock capital stock, par value $1.00 per share, of Xxxxx Financial Corporation CHEMED CORPORATION (the "Common Parent Stock") in accordance with the terms of the Amended and Restated Declaration of Trust Agreement(the "Declaration"), dated as of February 7, 2000, by Xxxxx X. XxXxxxxx, Xxxxxxx X. X'Xxxxx and Xxxxxx X. Xxxxx as Administrative Trustees, First Union Trust Company, National Association, as Delaware Trustee, Firstar Bank, National Association, as Property Trustee, Chemed Corporation, as Sponsor, and by the Holders, from time to time, of individual beneficial interests in the Trust to be issued pursuant to the Declaration. Pursuant to the aforementioned exercise of the option to convert these Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Trust AgreementDeclaration) to (i) exchange such Preferred Securities for a portion of the Debentures (as that term is defined in the Trust AgreementDeclaration) held by the Trust (at the Conversion Ratio rate of exchange specified in the Trust Agreement, terms of the Preferred Securities set forth as Annex I to the Declaration) and (ii) immediately convert such Debentures on behalf of the undersigned, into Common Parent Stock (at the Conversion Ratio conversion rate specified in the Trust Agreementterms of the Preferred Securities set forth as Annex I to the Declaration). The undersigned does also hereby directs direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, 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:: ____________, ____ in whole __ in part ______ Number of Preferred Securities to be 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 Parent 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 Preferred Security certificate) persons Signature (for conversion of definitive Preferred Securities only) Please print Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number. _________________________________________________ _________________________________________________ _________________________________________________ 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 "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.) --------------------- ASSIGNMENT FOR VALUE RECEIVED, as amendedthe undersigned assigns and transfers this Preferred Security to: (Insert assignee's social security or tax identification number) EXHIBIT E FORM OF PREFERRED SECURITIES CERTIFICATE AUTHENTICATION This is one (Insert address and zip code of assignee) and irrevocably appoints agent to transfer this Preferred Security on the books of the ____% Cumulative Convertible Trust Preferred Securities referred Trust. The agent may substitute another to in the within-mentioned Amended and Restated Trust Agreementact for him or her. WILMINGTON TRUST COMPANY, as Authentication Agent and Registrar By:____________Date: _______________________ AUTHORIZED SIGNATURESignature: __________________ (Sign exactly as your name appears on the other side of this Preferred 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.) 100 EXHIBIT A-2 FORM OF COMMON SECURITY [FORM OF FACE OF SECURITY] [OTHER THAN AS PROVIDED IN THE DECLARATION (AS DEFINED HEREIN), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A RELATED PARTY (AS DEFINED IN THE DECLARATION) OF CHEMED CORPORATION.] Certificate Number Number of Common Securities Common Securities of Chemed Capital Trust Convertible Common Securities (liquidation amount $27 per Convertible Common Security) Chemed Capital Trust, a statutory business trust formed under the laws of the State of Delaware (the "Trust"), hereby certifies that -------------------------------------------------------- (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the Convertible Common Securities (liquidation amount $27 per Convertible Common Security) (the "Common Securities"). The Common Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of February 7, 2000, as the same may be amended from time to time (the "Declaration"), including the designation of the terms of the Common Securities as set forth in Annex I to the Declaration. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Common Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Common Securities Guarantee and the Indenture to a Holder without charge upon written request to the Sponsor at its principal place of business. Reference is hereby made to select provisions of the Common Securities set forth on the reverse hereof, which select provisions shall for all purposes have the same effect as if set forth at this place. 101 Upon receipt of this certificate, the Sponsor is bound by the Declaration and is entitled to the benefits thereunder. By acceptance, the Holder agrees to treat for United States federal income tax purposes the Debentures as indebtedness and the Common Securities as evidence of indirect beneficial ownership in the Debentures.

Conversion Request. To: __________________________, as Conversion Agent under the Trust Agreement of IFC Greater Atlantic Capital Trust III I The undersigned owner of these Preferred Securities hereby irrevocably exercises the option to convert these Preferred Securities, or the portion below designated, into Common Stock of Xxxxx Greater Atlantic Financial Corporation Corp. (the "Common Stock") in accordance with the terms of the Trust Agreement. Pursuant to the aforementioned exercise of the option to convert these Preferred Securities, the undersigned 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, into Common Stock at the Conversion Ratio specified in the Trust Agreement. The undersigned also hereby directs the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, 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:______________________ : ----------------------- Number of Preferred Securities to be 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 Preferred Security certificate) (for conversion of definitive Preferred Securities only) Please print or Typewrite Name and Address, Including Zip Code, and 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 "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, not in its individual capacity but solely as Authentication Agent and Registrar Property Trustee By:___________________________________ : ----------------------------- AUTHORIZED SIGNATURE