EXCHANGE AGENT AGREEMENTExchange Agent Agreement • June 9th, 2004 • Cullen Frost Bankers Inc • National commercial banks • New York
Cullen/Frost Bankers, Inc. (the “Corporation”) and Cullen/Frost Capital Trust II (the “Issuer Trust”) propose to make an offer (the “Exchange Offer”) to exchange, among other securities, Floating Rate Capital Securities, Series A of the Issuer Trust (the “New Capital Securities”) for a like liquidation amount of the outstanding Floating Rate Capital Securities, Series A of the Issuer Trust (the “Old Capital Securities”). The terms of the New Capital Securities are substantially identical to the terms of the Old Capital Securities, except that the New Capital Securities are registered under the Securities Act of 1933, as amended (the “Securities Act”), and, therefore, do not bear certain legends restricting their transfer and do not contain certain provisions providing for additional Distributions. The Old Capital Securities and the New Capital Securities are collectively referred to herein as the “Capital Securities.”
