0000912057-97-016954 Sample Contracts

May ___, 1997
Exchange Agency Agreement • May 12th, 1997 • Barnett Capital Iii • State commercial banks
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CERTIFICATE EVIDENCING CAPITAL SECURITIES OF BARNETT CAPITAL III
Capital Security Agreement • May 12th, 1997 • Barnett Capital Iii • State commercial banks

This Capital Security is a Global Security within the meaning of the Declaration hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the "Depository"), or a nominee of the Depository. This Capital Security is exchangeable for Capital Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Declaration and no transfer of this Capital Security (other than a transfer of this Capital Security as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in limited circumstances.

BARNETT CAPITAL III
Guarantee Agreement • May 12th, 1997 • Barnett Capital Iii • State commercial banks
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