Common use of GUARANTEED DELIVERY PROCEDURE Clause in Contracts

GUARANTEED DELIVERY PROCEDURE. In order for an election to receive shares of Bancorp common stock or cash to be effective, the Exchange Agent must receive a properly completed Election Form/Letter of Transmittal, accompanied by stock certificates representing shares of Potomac common stock currently held by you (or a proper Notice of Guaranteed Delivery, as described below), no later than the Election Deadline. Persons whose share certificates are not immediately available also may make an election to receive shares of Bancorp common stock or cash by completing the Election Form/ Letter of Transmittal and submitting it to the Exchange Agent by the Election Deadline, and by having the enclosed Notice of Guaranteed Delivery properly completed and duly executed by a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States (subject to the condition that the stock certificates, the delivery of which is hereby guaranteed, are in fact delivered to the Exchange Agent no later than 5:00 p.m., Eastern time, on the third NASDAQ trading day after the date of execution of the Notice of Guaranteed Delivery (the “Guaranteed Delivery Deadline”). Back to Contents If the Exchange Agent does not receive a properly completed Election Form/Letter of Transmittal accompanied by all stock certificates by the Election Deadline (unless an Election Form/Letter of Transmittal and a Notice of Guaranteed Delivery have been properly completed and delivered by the Election Deadline and the certificates are received by the Exchange Agent by the Guaranteed Delivery Deadline), you will be deemed to have made a non-election and you will not have the opportunity to specify the type of merger consideration you wish to receive. If you are deemed to have made a non-election, following the completion of the merger, you will receive a separate letter of transmittal and instructions as to how to surrender your shares of Potomac common stock in order to receive the merger consideration non-electing shareholders are entitled to receive.

GUARANTEED DELIVERY PROCEDURE. In order for an election to receive shares of Bancorp Hxxxxx’x common stock or cash to be effective, the Exchange Agent exchange agent must receive a properly completed Election Form/Letter of Transmittal, accompanied by stock certificates representing shares of Potomac Caesars common stock currently held by you (or a proper Notice guarantee of Guaranteed Deliverydelivery, as described below), no later than 5:00 p.m., Pacific Standard Time, on the Election Deadline. Persons whose share certificates are not immediately available also may make an election to receive shares of Bancorp Hxxxxx’x common stock or cash by completing the Election Form/ Form/Letter of Transmittal and submitting it to the Exchange Agent exchange agent by the Election Deadline, and by having the enclosed this Notice of Guaranteed Delivery properly completed and duly executed by a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States (subject to the condition that the stock certificates, the delivery of which is hereby guaranteed, are in fact delivered to the Exchange Agent exchange agent no later than 5:00 p.m., Eastern timeTime, on the third NASDAQ New York Stock Exchange trading day after the date of execution of the Notice of Guaranteed Delivery (the “Guaranteed Delivery Deadline”)). Back to Contents If the Exchange Agent exchange agent does not receive a properly completed Election Form/Letter of Transmittal accompanied by all stock certificates by the Election Deadline (unless an Election Form/Letter of Transmittal and a Notice of Guaranteed Delivery have been properly completed and delivered by the Election Deadline and the certificates are received by the Exchange Agent exchange agent by the Guaranteed Delivery Deadline), you will be deemed to have made a non-an election and you will not have to receive cash consideration in accordance with the opportunity to specify the type of merger consideration you wish to receiveagreement. If you are deemed to have made a non-electionan election to receive cash consideration, following the completion of the merger, you will receive a separate letter of transmittal and instructions as to how to surrender your shares of Potomac Caesars common stock for payment. GUARANTEE OF DELIVERY (Not to be used for signature guarantees) The undersigned, a bank, broker, dealer, credit union, savings association or other entity which is a member in order good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an “eligible guarantor institution” (each of the foregoing being referred to receive as an “Eligible Institution”), hereby guarantees to deliver to the merger consideration nonexchange agent, at one of its addresses set forth above, either the shares surrendered hereby, in proper form for transfer, or confirmation of the book-electing shareholders are entitled entry transfer of such shares to receivethe exchange agent’s account at The Depository Trust Company (“DTC”), pursuant to the procedures for book-entry transfer set forth in this Notice of Guaranteed Delivery, in either case together with one or more properly completed and duly executed Election Form(s)/Letter(s) of Transmittal (or facsimile thereof) and any other required documents within three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery. The undersigned acknowledges that it must deliver the Election Form(s)/Letter(s) of Transmittal (or facsimile thereof) and the certificates representing shares of Caesars common stock surrendered hereby to the exchange agent within the time period set forth above and that failure to do so could result in a financial loss to the undersigned. Name of Firm Authorized Signature Address Name: (Please Print) (Include Zip Code) Title: Area Code and Telephone Number: Date: NOTE: DO NOT SEND STOCK CERTIFICATES FOR SHARES OF CAESARS COMMON STOCK WITH THIS FORM. STOCK CERTIFICATES FOR SHARES OF CAESARS COMMON STOCK SHOULD BE SENT ONLY WITH YOUR ELECTION FORM/LETTER OF TRANSMITTAL.

GUARANTEED DELIVERY PROCEDURE. In order for an election to receive shares of Bancorp common stock or cash to be effective, the Exchange Agent must receive a properly completed Election Form/Letter of Transmittal, accompanied by stock certificates representing shares of Potomac CNB common stock currently held by you (or a proper Notice of Guaranteed Delivery, as described below), no later than the Election Deadline. Persons whose share certificates are not immediately available also may make an election to receive shares of Bancorp common stock or cash by completing the Election Form/ Form/Letter of Transmittal and submitting it to the Exchange Agent by the Election Deadline, and by having the enclosed this Notice of Guaranteed Delivery properly completed and duly executed by a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States (subject to the condition that the stock certificates, the delivery of which is hereby guaranteed, are in fact delivered to the Exchange Agent no later than 5:00 p.m., Eastern time, on the third NASDAQ trading day after the date of execution of the Notice of Guaranteed Delivery (the “Guaranteed Delivery Deadline”). Back to Contents If the Exchange Agent does not receive a properly completed Election Form/Letter of Transmittal accompanied by all stock certificates by the Election Deadline (unless an Election Form/Letter of Transmittal and a Notice of Guaranteed Delivery have been properly completed and delivered by the Election Deadline and the certificates are received by the Exchange Agent by the Guaranteed Delivery Deadline), you will be deemed to have made a non-election and you will not have the opportunity to specify the type of merger consideration you wish to receive. If you are deemed to have made a non-election, following the completion of the merger, you will receive a separate letter of transmittal and instructions as to how to surrender your shares of Potomac CNB common stock in order to receive the merger consideration non-electing shareholders stockholders are entitled to receive.. GUARANTEE OF DELIVERY (Not to be used for signature guarantees) The undersigned, a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an “eligible guarantor institution” (each of the foregoing being referred to as an “Eligible Institution”), hereby guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either the shares surrendered hereby, in proper form for transfer, together with one or more properly completed and duly executed Election Form/Letter of Transmittal (or facsimile thereof) and any other required documents within three NASDAQ trading days after the date of execution of this Notice of Guaranteed Delivery. The undersigned acknowledges that it must deliver the Election Form/Letter of Transmittal (or facsimile thereof) and the certificates representing shares of CNB common stock surrendered hereby to the Exchange Agent within the time period set forth above and that failure to do so could result in a financial loss to the undersigned. Name of Firm Authorized Signature Name: Address (Please Print) Title: (Include Zip Code) Area Code and Phone Number: Date:

GUARANTEED DELIVERY PROCEDURE. In order for an election to receive shares of Bancorp common stock or cash to be effective, the Exchange Agent must receive a properly completed Election Form/Letter of Transmittal, accompanied by stock certificates representing shares of Potomac common stock SPS Shares currently held by you (or a proper Notice guarantee of Guaranteed Deliverydelivery, as described below), no later than the Election Deadline5:00 p.m., Eastern Time, on December 2, 2003. Persons whose share certificates are not immediately available also may make an election to receive shares of Bancorp common stock or cash by completing the Election Form/ Form/Letter of Transmittal and submitting it to the Exchange Agent by the Election Deadline, and by having the enclosed this Notice of Guaranteed Delivery properly completed and duly executed by a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States (subject to the condition that the stock certificates, the delivery of which is hereby guaranteed, are in fact delivered to the Exchange Agent no later than 5:00 p.m., Eastern timeTime, on the third NASDAQ New York Stock Exchange trading day after the date of execution of the Notice of Guaranteed Delivery (the “Guaranteed Delivery Deadline”)). Back to Contents If the Exchange Agent does not receive a properly completed Election Form/Letter of Transmittal accompanied by all stock share certificates by the Election Deadline (unless an Election Form/Letter of Transmittal and a Notice of Guaranteed Delivery have been properly completed and delivered by the Election Deadline and the certificates are received by the Exchange Agent by the Guaranteed Delivery Deadline), you will be deemed to have made a non-no election and you will not have the opportunity to specify the type of merger consideration to be received by you wish will be determined in accordance with the merger agreement. GUARANTEE OF DELIVERY (Not to receive. If you are deemed to have made be used for signature guarantees) The undersigned, a non-electionbank, following the completion broker, dealer, credit union, savings association or other entity which is a member in good standing of the mergerSecurities Transfer Agents Medallion Program or a bank, you will receive broker, dealer, credit union, savings association or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an “eligible guarantor institution” (each of the foregoing being referred to as an “Eligible Institution”), hereby guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either the shares surrendered hereby, in proper form for transfer, or confirmation of the book-entry transfer of such shares to the Exchange Agent’s account at The Depository Trust Company (“DTC”), pursuant to the procedures for book-entry transfer set forth in this Notice of Guaranteed Delivery, in either case together with one or more properly completed and duly executed Election Form(s)/Letter(s) of Transmittal (or facsimile thereof) and any other required documents within three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery. The undersigned acknowledges that it must deliver the Election Form(s)/Letter(s) of Transmittal (or facsimile thereof) and the certificates representing SPS Shares surrendered hereby to the Exchange Agent within the time period set forth above and that failure to do so could result in a separate letter financial loss to the undersigned. Name of transmittal Firm Authorized Signature Address Name: (Please Print) (Include Zip Code) Title: Area Code and instructions as to how to surrender your shares of Potomac common stock in order to receive the merger consideration non-electing shareholders are entitled to receive.Telephone Number: Date: