Common use of Trust Indenture Act; Conflict with Trust Indenture Act Clause in Contracts

Trust Indenture Act; Conflict with Trust Indenture Act. (a) This Trust Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Trust Agreement and shall, to the extent applicable, be governed by such provisions. (b) The Property Trustee shall be the only Trustee which is a trustee for the purposes of the Trust Indenture Act. (c) If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Trust Agreement by any of the provisions of the Trust Indenture Act, such required provision shall control. If any provision of this Trust Agreement modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Trust Agreement as so modified or to be excluded, as the case may be. (d) The application of the Trust Indenture Act to this Trust Agreement shall not affect the nature of the Trust Securities as equity securities representing undivided beneficial interests in the assets of the Trust. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. FIRST WESTERN CORPORATION, as Depositor By: ------------------------------------------ Timo▇▇▇ ▇. ▇▇▇▇▇, ▇▇ce Chairman WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: ---------------------------------------- --------------------------------------------- Lynn ▇. ▇▇▇▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Timo▇▇▇ ▇. ▇▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Rona▇▇ ▇. ▇▇▇▇▇, ▇▇ Administrative Trustee THIS CERTIFICATE IS NOT TRANSFERABLE CERTIFICATE NUMBER NUMBER OF SECURITIES **1** 61,856 CERTIFICATE EVIDENCING COMMON SECURITIES OF FW CAPITAL I _____% Common Securities (liquidation amount $10 per Common Security) FW CAPITAL I, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that First Western Corporation (the "Holder") is the registered owner of Sixty-One Thousand Eight Hundred Fifty-Six (61,856) securities of the Trust representing undivided beneficial interests in the assets of the Trust and designated the _____% Common Securities (liquidation amount $10 per Common Security) (the "Common Securities"). In accordance with Section 510 of the Trust Agreement (as defined below), the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, rights, privileges, restrictions, preferences, and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of __________ __, 1998, as the same may be amended from time to time (the "Trust Agreement"), including the designation of the terms of Common Securities as set forth therein. The Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder.

Trust Indenture Act; Conflict with Trust Indenture Act. (a) This Trust Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Trust Agreement and shall, to the extent applicable, be governed by such provisions. (b) The Property Trustee shall be the only Trustee which is a trustee Trustee for the purposes of the Trust Indenture Act. (c) If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Trust Agreement by any of the required provisions of the Trust Indenture Act or otherwise limits, qualifies or conflicts with the duties imposed by Sections 310 through 317 inclusive of the Trust Indenture Act, such required or imposed provision shall control. If any provision of this Trust Agreement modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Trust Agreement as so modified or to be excluded, as the case may be. (d) The application of the Trust Indenture Act to this Trust Agreement shall not affect the nature of the Trust Securities as equity securities representing undivided beneficial interests in the assets of the Trust. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE THOSE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. FIRST WESTERN CORPORATION, as Depositor By: ------------------------------------------ Timo▇▇▇ ▇. ▇▇▇▇▇, ▇▇ce Chairman WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: ---------------------------------------- --------------------------------------------- Lynn ▇. ▇▇▇▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Timo▇▇▇ ▇. ▇▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Rona▇▇ ▇. ▇▇▇▇▇, ▇▇ Administrative Trustee THIS CERTIFICATE IS NOT TRANSFERABLE CERTIFICATE NUMBER NUMBER OF SECURITIES **1** 61,856 CERTIFICATE EVIDENCING COMMON SECURITIES OF FW CAPITAL I _____% Common Securities (liquidation amount $10 per Common Security) FW CAPITAL I, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that First Western Corporation (the "Holder") is the registered owner of Sixty-One Thousand Eight Hundred Fifty-Six (61,856) securities of the Trust representing undivided beneficial interests in the assets of the Trust and designated the _____% Common Securities (liquidation amount $10 per Common Security) (the "Common Securities"). In accordance with Section 510 of the Trust Agreement (as defined below), the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, rights, privileges, restrictions, preferences, and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of __________ __, 1998, as the same may be amended from time to time (the "Trust Agreement"), including the designation of the terms of Common Securities as set forth therein. The Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder.-------------

Trust Indenture Act; Conflict with Trust Indenture Act. (a) This Trust Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Trust Agreement and shall, to the extent applicable, be governed by such provisions. (b) . The Property Trustee shall be the only Trustee which is a trustee for the purposes of the Trust Indenture Act. (c) . If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Trust Agreement by any of the provisions of the Trust Indenture Act, such required provision shall control. If any provision of this Trust Agreement modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Trust Agreement as so modified or to be excluded, as the case may be. (d) . The application of the Trust Indenture Act to this Trust Agreement shall not affect the nature of the Trust Securities as equity securities representing undivided beneficial interests in the assets of the Trust. ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND INDENTURE. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. FIRST WESTERN CORPORATION, as Depositor AMERUS GROUP CO. By: ------------------------------------------ Timo▇▇▇ ▇. ▇▇▇▇▇, ▇▇ce Chairman WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: ---------------------------------------- --------------------------------------------- Lynn ▇. ▇▇▇▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Timo▇▇▇ ▇. ▇▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Rona▇▇ ▇. ▇▇▇▇▇, ▇▇ Administrative Trustee THIS CERTIFICATE IS NOT TRANSFERABLE CERTIFICATE NUMBER NUMBER OF SECURITIES **1** 61,856 CERTIFICATE EVIDENCING COMMON SECURITIES OF FW CAPITAL I :_____% Common Securities (liquidation amount $10 per Common Security) FW CAPITAL I, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that First Western Corporation (the "Holder") is the registered owner of Sixty-One Thousand Eight Hundred Fifty-Six (61,856) securities of the Trust representing undivided beneficial interests in the assets of the Trust and designated the _____% Common Securities (liquidation amount $10 per Common Security) (the "Common Securities"). In accordance with Section 510 of the Trust Agreement (as defined below), the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, rights, privileges, restrictions, preferences, and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of ______________________ Name: Title: THE BANK OF NEW YORK TRUST COMPANY, N.A. as Property Trustee By:__, 1998, ______________________________ Name: Title: THE BANK OF NEW YORK (DELAWARE) as the same may be amended from time to time Delaware Trustee By:________________________________ Name: Title: By:________________________________ as Administrative Trustee By:________________________________ as Administrative Trustee Exhibit A Certificate Of Trust of AmerUs Capital V This Certificate of Trust of AmerUs Capital V (the "Trust AgreementTrust"), including the designation of the terms of Common Securities as set forth therein. The Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound being duly executed and filed by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Agreement and is entitled to Act (12 Del. C. Section 3801 et seq.) (the benefits thereunder"Act").

Trust Indenture Act; Conflict with Trust Indenture Act. (a) This Trust Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Trust Agreement and shall, to the extent applicable, be governed by such provisions. (b) The Property Trustee shall be the only Trustee which is a trustee Trustee for the purposes of the Trust Indenture Act. (c) If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Trust Agreement by any of the required provisions of the Trust Indenture Act, such required provision shall control. If any provision of this Trust Agreement modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Trust Agreement as so modified or to be excluded, as the case may be. (d) The application of the Trust Indenture Act to this Trust Agreement shall not affect the nature of the Trust Securities as equity securities representing undivided beneficial interests in the assets of the Trust. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE THOSE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. FIRST WESTERN CORPORATION, as Depositor By: ------------------------------------------ Timo▇▇▇ ▇. ▇▇▇▇▇, ▇▇ce Chairman WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: ---------------------------------------- --------------------------------------------- Lynn ▇. ▇▇▇▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Timo▇▇▇ ▇. ▇▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Rona▇▇ ▇. ▇▇▇▇▇, ▇▇ Administrative Trustee THIS CERTIFICATE IS NOT TRANSFERABLE CERTIFICATE NUMBER NUMBER OF SECURITIES **1** 61,856 CERTIFICATE EVIDENCING COMMON SECURITIES OF FW CAPITAL I _____% Common Securities (liquidation amount $10 per Common Security) FW CAPITAL I, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that First Western Corporation (the "Holder") is the registered owner of Sixty-One Thousand Eight Hundred Fifty-Six (61,856) securities of the Trust representing undivided beneficial interests in the assets of the Trust and designated the _____% Common Securities (liquidation amount $10 per Common Security) (the "Common Securities"). In accordance with Section 510 of the Trust Agreement (as defined below), the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, rights, privileges, restrictions, preferences, and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of __________ __, 1998, as the same may be amended from time to time (the "Trust Agreement"), including the designation of the terms of Common Securities as set forth therein. The Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder.__

Trust Indenture Act; Conflict with Trust Indenture Act. (a) This Trust Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Trust Agreement and shall, to the extent applicable, be governed by such provisions. (b) The Property Trustee shall be the only Trustee which is a trustee for the purposes of the Trust Indenture Act. (c) If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Trust Agreement by any of the provisions of the Trust Indenture Act, such required provision shall control. If any provision of this Trust Agreement modifies or excludes any provision of the Trust Indenture Act which may be so modified or 50 excluded, the latter provision shall be deemed to apply to this Trust Agreement as so modified or to be excluded, as the case may be. (d) The application of the Trust Indenture Act to this Trust Agreement shall not affect the nature of the Trust Securities as equity securities representing undivided beneficial interests in the assets of the Trust. SECTION 1011. ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND INDENTURE. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. COMMUNITY FIRST WESTERN CORPORATIONBANKSHARES, INC., as Depositor By: ------------------------------------------ Timo----------------------------------------------- Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President WILMINGTON TRUST COMPANY, as Property Trustee By: ----------------------------------------------- Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By: ----------------------------------------------- Name: Title: -------------------------------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, As Administrative Trustee -------------------------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ce Chairman WILMINGTON TRUST COMPANY, as Property As Administrative Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: ---------------------------------------- --------------------------------------------- Lynn ▇. -------------------------------------------------- ▇▇▇▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Timo▇▇▇ ▇. ▇▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Rona▇▇ ▇. ▇▇▇▇▇, ▇▇ As Administrative Trustee THIS 52 Exhibit A CERTIFICATE IS NOT TRANSFERABLE CERTIFICATE NUMBER NUMBER OF SECURITIES **1** 61,856 CERTIFICATE EVIDENCING COMMON SECURITIES TRUST OF FW CFB CAPITAL I ___ This Certificate of Trust of CFB CAPITAL ___% Common Securities (liquidation amount $10 per Common Security) FW CAPITAL I, a statutory business trust created under the laws of the State of Delaware _ (the "Trust"), hereby certifies that First Western Corporation (the "Holder") is the registered owner of Sixty-One Thousand Eight Hundred Fifty-Six (61,856) securities of the Trust representing undivided beneficial interests in the assets of the Trust and designated the dated _____% Common Securities (liquidation amount $10 per Common Security) (the "Common Securities"). In accordance with Section 510 of the Trust Agreement (as defined below), the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, rights, privileges, restrictions, preferences, and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of __________ __, 19982002, is being duly executed and filed by Wilmington Trust Company, a Delaware banking corporation, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, each an individual, as trustees, to form a business trust under the same may be amended from time to time Delaware Business Trust Act (12 Del. C. Section 3801 et seq.) (the "Trust AgreementAct"), including the designation of the terms of Common Securities as set forth therein. The Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder.

Trust Indenture Act; Conflict with Trust Indenture Act. (a) This Except as otherwise expressly provided herein, the Trust Indenture Act shall apply as a matter of contract to this Trust Agreement is for purposes of interpretation, construction and defining the rights and obligations hereunder, and this Trust Agreement, the Depositor and the Property Trustee shall be deemed for all purposes hereof to be subject to and governed by the provisions Trust Indenture Act to the same extent as would be the case if this Trust Agreement were qualified under that Act on the date hereof. Except as otherwise expressly provided herein, if and to the extent that any provision of this Trust Agreement limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act that are required to be part of this Trust Agreement and shallAct, to the extent applicable, be governed by such provisionsimposed duties shall control. (b) The Property Trustee shall be the only Issuer Trustee which that is a trustee for the purposes of the Trust Indenture Act. (c) If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Trust Agreement by any of the provisions of the Trust Indenture Act, such required provision shall control. If any provision of this Trust Agreement modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Trust Agreement as so modified or to be excluded, as the case may be. (d) The application of the Trust Indenture Act to this Trust Agreement shall not affect the nature of the Trust Securities as equity securities representing undivided beneficial interests in the assets of the Issuer Trust. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. FIRST WESTERN CORPORATION, as Depositor By: ------------------------------------------ Timo▇▇▇ ▇. ▇▇▇▇▇, ▇▇ce Chairman WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: ---------------------------------------- --------------------------------------------- Lynn ▇. ▇▇▇▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Timo▇▇▇ ▇. ▇▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Rona▇▇ ▇. ▇▇▇▇▇, ▇▇ Administrative Trustee THIS CERTIFICATE IS NOT TRANSFERABLE CERTIFICATE NUMBER NUMBER OF SECURITIES **1** 61,856 CERTIFICATE EVIDENCING COMMON SECURITIES OF FW CAPITAL I _____% Common Securities (liquidation amount $10 per Common Security) FW CAPITAL I, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that First Western Corporation (the "Holder") is the registered owner of Sixty-One Thousand Eight Hundred Fifty-Six (61,856) securities of the Trust representing undivided beneficial interests in the assets of the Trust and designated the _____% Common Securities (liquidation amount $10 per Common Security) (the "Common Securities"). In accordance with Section 510 of the Trust Agreement (as defined below), the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, rights, privileges, restrictions, preferences, and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of __________ __, 1998, as the same may be amended from time to time (the "Trust Agreement"), including the designation of the terms of Common Securities as set forth therein. The Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder.

Trust Indenture Act; Conflict with Trust Indenture Act. (a) This Trust Agreement is subject to the provisions of the Trust Indenture Act that are required or deemed to be part of this Trust Agreement and shall, to the extent applicable, be governed by such provisions. (b) The Property Trustee shall be the only Trustee which is a trustee Trustee for the purposes of the Trust Indenture Act. (c) If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Trust Agreement by any of the provisions of the Trust Indenture Act, such required provision shall control. If any provision of this Trust Agreement modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Trust Agreement as so modified or to be excluded, as the case may be. (d) The application of the Trust Indenture Act to this Trust Agreement shall not affect the nature of the Trust Securities as equity securities representing undivided beneficial interests in the assets of the TrustTHE APPLICATION OF THE TRUST INDENTURE ACT TO THIS TRUST AGREEMENT SHALL NOT AFFECT THE NATURE OF THE TRUST SECURITIES AS EQUITY SECURITIES REPRESENTING UNDIVIDED BENEFICIAL INTERESTS IN THE ASSETS OF THE TRUST. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE THOSE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. FIRST WESTERN CORPORATION, as Depositor By: ------------------------------------------ Timo▇▇▇ ▇. ▇▇▇▇▇, ▇▇ce Chairman WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: ---------------------------------------- --------------------------------------------- Lynn ▇. ▇▇▇▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Timo▇▇▇ ▇. ▇▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Rona▇▇ ▇. ▇▇▇▇▇, ▇▇ Administrative Trustee THIS CERTIFICATE IS NOT TRANSFERABLE CERTIFICATE NUMBER NUMBER OF SECURITIES **1** 61,856 CERTIFICATE EVIDENCING COMMON SECURITIES OF FW CAPITAL I _____% Common Securities (liquidation amount $10 per Common Security) FW CAPITAL I, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that First Western Corporation (the "Holder") is the registered owner of Sixty-One Thousand Eight Hundred Fifty-Six (61,856) securities of the Trust representing undivided beneficial interests in the assets of the Trust and designated the _____% Common Securities (liquidation amount $10 per Common Security) (the "Common Securities"). In accordance with Section 510 of the Trust Agreement (as defined below), the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, rights, privileges, restrictions, preferences, and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of __________ __, 1998, as the same may be amended from time to time (the "Trust Agreement"), including the designation of the terms of Common Securities as set forth therein. The Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder.