Common use of Acceptance of Terms of Trust Agreement, Guarantee and Indenture Clause in Contracts

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. 57 PEOPLE'S BANCSHARES, INC. By Name: Title: STATE STREET BANK AND TRUST COMPANY, as Property Trustee By Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By Name: Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).

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. 57 PEOPLE'S BANCSHARES, INC. By USF&G CORPORATION By: --------------------------- Name: Title: STATE STREET THE BANK AND TRUST COMPANYOF NEW YORK, as Property Trustee By Proxxxxx Xxxxxxx Xx: --------------------------- Name: Title: WILMINGTON TRUST COMPANYTHE BANK OF NEW YORK (DELAWARE), as Delaware Trustee By By: --------------------------- Name: Title: --------------------------- J. Kendall Huber, as Administrative Trustee , Trxxxxx --------------------------- as Administrative Trustee , --------------------------- as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES USF&G CAPITAL TRUST I THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST of USF&G Capital I (the "Trust"), dated as of ________________December 28, 19971995, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individualthe undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section (S) 3801 et seq.).

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. 4.5-38 43 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. 57 PEOPLE'S BANCSHARESVECTRA BANKING CORPORATION, INC. as Depositor By Name: Title: STATE STREET BANK AND ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee By By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx, as Xx Administrative Trustee --------------------------------------------- Ray X. Xxxx, as Xx Administrative Trustee --------------------------------------------- Tracxx X. Xxxxx, as Xx Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).Trustee

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. 57 PEOPLE'S BANCSHARES, INC. By Name: Title: STATE STREET INDEPENDENT BANK AND TRUST COMPANY, as Property Trustee By Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By Name: Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, CORPORATION By:______________________, _________________ and Name: Title: STATE STREET BANK AND TRUST COMPANY as Property Trustee By:_____________________, each an individual, ____________ Name: Title: WILMINGTON TRUST COMPANY as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).Trustee By:_________________________________ Name: Title: __ ________________________________________ As Administrative Trustee __ ________________________________________ As Administrative Trustee __ ________________________________________ As Administrative Trustee

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 AMONG THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. 57 PEOPLE'S BANCSHARESMETROPOLITAN FINANCIAL CORP., INC. By Name: Title: STATE STREET BANK AND TRUST COMPANY, as Property Trustee By Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By Name: Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, AS DEPOSITOR By:______________________, _________________ and Name: Davix X. Xxxge Title: President WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE By:__________________________________ Name:________________________________ Title:_______________________________ _____________________________________ Name: Judixx X. Xxxm Title: As Administrative Trustee _____________________________________ Name: Davix X. Xxxxxxx Title: As Administrative Trustee EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR IN INTEREST OF METROPOLITAN FINANCIAL CORP. IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 510 OF THAT CERTAIN AMENDED AND RESTATED TRUST AGREEMENT DATED ________, each an individual1998, AMONG METROPOLITAN FINANCIAL CORP., AS DEPOSITOR WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE, AND THE ADMINISTRATIVE TRUSTEES NAMED THEREIN CERTIFICATE NUMBER NUMBER OF COMMON SECURITIES C-_ (______) CERTIFICATE EVIDENCING COMMON SECURITIES OF METROPOLITAN CAPITAL TRUST I TRUST COMMON SECURITIES (LIQUIDATION AMOUNT $10 PER COMMON SECURITY) Metropolitan Capital Trust I, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that Metropolitan Financial Corp. (the "Holder") is the registered owner of ______ common securities of the Trust, representing beneficial interests of the Trust and designated the Trust Common Securities (liquidation amount $10 per Common Security) (the "Common Securities"). Except as provided above, 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 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 trusteesthe same may be amended from time to time (the "Trust Agreement"), including the designation of the terms of the Common Securities as set forth therein. The Trust will furnish a copy of the Trust Agreement to form a the Holder without charge upon written request to the Trust at its principal place of business trust under or registered office. By receipt and acceptance of this certificate, the Delaware Business Holder agrees to be bound by the Trust Act (12 Del. C. Section 3801 et seqAgreement 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.).

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. 57 PEOPLE'S BANCSHARES, INC. By Greater Bay Bancorp By:/s/ Xxxxxx X. Xxxxx -------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANYWilmington Trust Company, as Property Trustee By By:/s/ Xxxxx Xxxxxx --------------------------- Name: Title: WILMINGTON TRUST COMPANYWilmington Trust Company, as Delaware Trustee By By:/s/ Xxxxx Xxxxxx --------------------------- Name: Title: /s/ Xxxxx X. Xxxxxxxxxxx ---------------------------- Xxxxx x. Xxxxxxxxxxx, as Administrative Trustee /s/ Xxxxxx X. Xxxxx ------------------------------- Xxxxxx X. Xxxxx, as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).Trustee

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. 57 PEOPLE'S [SIGNATURE PAGE FOLLOWS] 61 PROSPERITY BANCSHARES, INC. By NameBy: Title: STATE STREET BANK AND ---------------------------------------- Tracx X. Xxxxxxx President FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as Property Trustee By By: ---------------------------------------- Name: -------------------------------------- Title: WILMINGTON ------------------------------------- FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee By By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- ------------------------------------------- Tracx X. Xxxxxxx, as Xx Administrative Trustee ------------------------------------------- Davix Xxxxxx, as Xx Administrative Trustee ------------------------------------------- Davix Xxxxxxxx, as Xx Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES PROSPERITY CAPITAL TRUST I THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST Prosperity Capital Trust I (the "Trust"), dated as of ________________October 13, 19971999, is being duly executed and filed by WILMINGTON TRUST COMPANYFirst Union Trust Company, National Association, a Delaware national banking corporationassociation, ______________________Tracx X. Xxxxxxx, _________________ and _____________________Xxvix Xxxxxx xxx Davix Xxxxxxxx, each xxch an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.seq.)(the "Act").

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. 57 PEOPLE'S BANCSHARES52 SPECTRUM BANCORPORATION, INC. By Name., as Depositor By: Title: STATE STREET BANK AND ------------------------------------------ Xxxxx X. Xxxxxx, Chairman and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee By By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By By: ------------------------------------------ Name: Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).----------------------------------------

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 THOSE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. 57 PEOPLE'S BANCSHARESVIB CORP as Depositor By: /s/ HARRX X. XXXXXXX, INC. By XXI -------------------------------------- Name: Harrx X. Xxxxxxx, XXI Title: STATE STREET BANK AND Executive Vice President and CFO 55 60 WILMINGTON TRUST COMPANY, as Property Trustee By By: /s/ JAMEX X. XXXXXX -------------------------------------- Name: Jamex X. Xxxxxx Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By Vice President By: /s/ RICHXXX X. XXXX -------------------------------------- Name: Richxxx X. Xxxx Title: , as Administrative Trustee , as By: /s/ DENNXX X. XXXX -------------------------------------- Name: Dennxx X. Xxxx Title: Administrative Trustee By: /s/ HARRX X. XXXXXXX, as XXI -------------------------------------- Name: Harrx X. Xxxxxxx, XXI Title: Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).Trustee

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. 57 PEOPLE'S BANCSHARESACE INA HOLDINGS INC., INC. By as Depositor By: ------------------------------------------- Name: Title: STATE STREET THE FIRST NATIONAL BANK AND TRUST COMPANYOF CHICAGO, as Property Trustee By By: ------------------------------------------- Name: Title: WILMINGTON TRUST COMPANYBANK ONE DELAWARE, INC., as Delaware Trustee By By: ------------------------------------------- Name: Title: ------------------------------------------- Xxxxxx X. Xxxx, as Administrative Trustee , as Administrative Trustee Trustee. ------------------------------------------- Xxxxxxxxxxx X. Xxxxxxxx, as Administrative Trustee EXHIBIT A A-1 CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES ACE CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST I This Certificate of Trust of ACE Capital Trust I (the "Trust"), dated as of ________________May 19, 19971999, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individualthe undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. Del.C. Section 3801 ss. 3801. et seq.).

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. 57 PEOPLE'S BANCSHARES[SIGNATURE PAGE FOLLOWS] PRIVATEBANCORP, INC. By Name: Title: STATE STREET BANK AND TRUST COMPANY, as Property Trustee By Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By Name: Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, By:______________________, _________________ and Name: Xxxxx X. Xxxxxxx Title: President WILMINGTON TRUST COMPANY, as Property Trustee By:___________________________ Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By:___________________________ Name: Title: ______________________________ Xxxxx X. Xxxxxxx, as Administrative Trustee ______________________________ Xxxx X. Xxxx, as Administrative Trustee ______________________________ Xxxx X. X'Xxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST THIS CERTIFICATE OF TRUST OF PRIVATEBANCORP CAPITAL TRUST I (the "Trust") is being duly executed and filed by Wilmington Trust Company, a Delaware banking corporation, Xxxxx X. Xxxxxxx, Xxxx X. Xxxx and Xxxx X. X'Xxxxx, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

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 AMONG THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. 57 PEOPLE'S BANCSHARESCAROLINA BANK HOLDINGS, INC. By AS DEPOSITOR By: /s/ Xxxxxx X. Xxxxxxxx --------------------------------------- Name: Xxxxxx X. Xxxxxxxx --------------------------------------- 50 Title: STATE STREET BANK AND TRUST COMPANY, as Property Trustee By Name: Title: President --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By AS PROPERTY TRUSTEE By: /s/ Xxxxxx X. XxxXxxxxx ------------------------------------------ Name: Xxxxxx X. XxxXxxxxx ---------------------------------------- Title: , as Vice President --------------------------------------- /s/ Xxxxxx X. Xxxxxxxx --------------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: As Administrative Trustee , as /s/ Xxxxxxx X. Xxxxxxxx --------------------------------------- Name: Xxxxxxx X. Xxxxxxxx Title: As Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).Trustee

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. 57 PEOPLE'S BANCSHARES52 SPECTRUM BANCORPORATION, INC. By Name., as Depositor By: Title: STATE STREET BANK AND ---------------------------------------- Xxxxx X. Xxxxxx, Chairman and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee By By: ---------------------------------------- Name: ----------------------------------- Title: ---------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By By: ---------------------------------------- Name: ----------------------------------- Title: ---------------------------------- ---------------------------------------- Xxxxxx X. Xxxxxx, as Administrative Trustee ---------------------------------------- Xxxxxx X. Xxxxxxx, as Administrative Trustee ---------------------------------------- Xxxxx Xxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES SPECTRUM CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST II This Certificate of Trust of Spectrum Capital Trust II (the "Trust"), dated as of _____________January ___, 19972001, is being duly executed and filed by WILMINGTON TRUST COMPANYWilmington Trust Company, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individual, as trusteestrustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).

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 AMONG THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. 57 PEOPLE'S BANCSHARES[SIGNATURE PAGE FOLLOWS] SOUTHERN COMMUNITY FINANCIAL CORPORATION, INC. By AS DEPOSITOR By: /s/ F. Xxxxx Xxxxx ------------------------------ Name: F. Xxxxx Xxxxx Title: STATE STREET BANK AND TRUST COMPANY, as Property Trustee By Name: Title: President and Chief Executive Officer WILMINGTON TRUST COMPANY, as Delaware Trustee By AS PROPERTY TRUSTEE By: /s/ X. X. Xxxxxxx ------------------------- Name: Xxxxx X. Xxxxxxx Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by Senior Financial Services Officer WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).AS DELAWARE TRUSTEE By: /s/ X. X. Xxxxxxx ----------------------- Name: Xxxxx X. Xxxxxxx Title: Senior Financial Services Officer ADMINISTRATIVE TRUSTEES /s/ F. Xxxxx Xxxxx ----------------------------- Name: F. Xxxxx Xxxxx Title: As Administrative Trustee /s/ Xxxxxxx X. Xxxx ------------------------------ Name: Xxxxxxx Xxxx Title: As Administrative Trustee /s/ Xxxx X. Xxxxx -------------------------------- Name: Xxxx X. Xxxxx Title: As Administrative Trustee

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 AMONG THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. 57 PEOPLE'S BANCSHARESMETROPOLITAN FINANCIAL CORP., INC. By NameAS DEPOSITOR By: Title: STATE STREET BANK AND TRUST COMPANY, as Property Trustee By Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By Name: Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and Name: Davix X. Xxxge Title: President WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE By: ________________________________ Name: ________________________________ Title: ________________________________ ________________________________ Name: Judixx X. Xxxm Title: As Administrative Trustee ________________________________ Name: Davix X. Xxxxxxx Title: As Administrative Trustee THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR IN INTEREST OF METROPOLITAN FINANCIAL CORP. IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 510 OF THAT CERTAIN AMENDED AND RESTATED TRUST AGREEMENT DATED _________, each an individual1999, AMONG METROPOLITAN FINANCIAL CORP., AS DEPOSITOR WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE, AND THE ADMINISTRATIVE TRUSTEES NAMED THEREIN CERTIFICATE NUMBER NUMBER OF COMMON SECURITIES C-_____ (______) CERTIFICATE EVIDENCING COMMON SECURITIES OF METROPOLITAN CAPITAL TRUST II TRUST COMMON SECURITIES (LIQUIDATION AMOUNT $10 PER COMMON SECURITY) Metropolitan Capital Trust II, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that Metropolitan Financial Corp. (the "Holder") is the registered owner of _______common securities of the Trust, representing beneficial interests of the Trust and designated the Trust Common Securities (liquidation amount $10 per Common Security) (the "Common Securities"). Except as provided above, 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 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 ________, 1999, as trusteesthe same may be amended from time to time (the "Trust Agreement"), including the designation of the terms of the Common Securities as set forth therein. The Trust will furnish a copy of the Trust Agreement to form a the Holder without charge upon written request to the Trust at its principal place of business trust under or registered office. By receipt and acceptance of this certificate, the Delaware Business Holder agrees to be bound by the Trust Act (12 Del. C. Section 3801 et seqAgreement 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.).

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. 57 PEOPLE'S BANCSHARESFCNB CORP By: ------------------------------------------------- A. Xxxxxxx Xxxxxx, INC. By Name: Title: President STATE STREET BANK AND TRUST COMPANY, COMPANY as Property Trustee By NameBy: Title: ------------------------------------------------- Xxxx X. Xxxxx, Vice President WILMINGTON TRUST COMPANY, COMPANY as Delaware Trustee By NameBy: Title: ------------------------------------------------- A. Xxxxxxx Xxxxxx, as Administrative Trustee ------------------------------------------------- Xxxx X. Xxxxxxxx, as Administrative Trustee ------------------------------------------------- Xxxxxxx X. Xxxxxx, Xx., as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES FCNB CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES FCNB CAPITAL TRUST (the "Trust"), dated as of ________________, 19971998, is being duly executed and filed by WILMINGTON TRUST COMPANY____________________________, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).

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 HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. 57 PEOPLE'S BANCSHARES, INC. By Name: Title: FIRST EMPIRE STATE STREET BANK AND TRUST COMPANYCORPORATION, as Property Trustee By Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By Name: Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, Depositor By:______________________, _________________ Name: Title: BANKERS TRUST COMPANY, as Property Trustee and not in its individual capacity By:____________________________ Name: Title: BANKERS TRUST (DELAWARE), each an individualas Delaware Trustee and not in its individual capacity By:____________________________ Name: Title: Subscribed to and Accepted by, as the Initial Administrators: _____________________________ [Name] _____________________________ [Name] Exhibit A CERTIFICATE OF TRUST OF FIRST EMPIRE CAPITAL TRUST I THIS CERTIFICATE OF TRUST of First Empire Capital Trust I (the "Trust"), dated January __, 1997, is being duly executed and filed by Bankers Trust Company, a New York banking corporation, and Bankers Trust (Delaware), a Delaware banking corporation, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section ss. 3801 et seq.).

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. 57 PEOPLE'S BANCSHARESCOMMUNITY FIRST BANKSHARES, INC. By ., as Depositor By: --------------------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: STATE STREET BANK AND President WILMINGTON TRUST COMPANY, as Property Trustee By By: --------------------------------------------------- Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By By: --------------------------------------------------- Name: Title: ------------------------------------------------------- Xxxxxx X. Xxxxxxxxx, as As Administrative Trustee ------------------------------------------------------- Xxxx X. Xxxxxxxx, as As Administrative Trustee ------------------------------------------------------- Xxxxxx X. Xxxxxx, as As Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), Exhibit D AGREEMENT AS TO EXPENSES AND LIABILITIES AGREEMENT dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANYbetween Community First Bankshares, Inc., a Delaware banking corporationcorporation ("CFB"), ______________________and CFB Capital I, _________________ and _____________________, each an individual, as trustees, to form a Delaware business trust under (the Delaware Business Trust Act (12 Del. C. Section 3801 et seq."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, ASSENT SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL OF 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. 57 PEOPLE'S BANCSHARES, INC. By Name: Title: STATE STREET BANK AND TRUST COMPANY, UNITED FINANCIAL CORPORATION as Property Trustee By Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By Name: Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, Depositor By:______________________, _________________ and Name:_____________________, each an individual, ________________ Title:____________________________________ THE BANK OF NEW YORK as trustees, to form a business trust under the Property Trustee By:_______________________________________ Name:_____________________________________ Title:____________________________________ THE BANK OF NEW YORK (DELAWARE) as Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).Trustee By:_______________________________________ Name:_____________________________________ Title:____________________________________ By:______________________________________ Name: XXXXX XXXXXX -------------------------------- Title: AS ADMINISTRATIVE TRUSTEE --------------------------------

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. 57 PEOPLE'S BANCSHARES, INC. By [SIGNATURE PAGE FOLLOWS] WINTRUST FINANCIAL CORPORATION By: ---------------------------------------- Name: Title: STATE STREET BANK AND WILMINGTON TRUST COMPANY, as Property Trustee By By: ---------------------------------------- Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By By: ---------------------------------------- Name: Title: ------------------------------------------- Xxxxxx X. Xxxxxx, as As Administrative Trustee ------------------------------------------- Xxxxx X. Xxxxxxx, as As Administrative Trustee ------------------------------------------- Xxxxx X. Xxxxxx, as As Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES WINTRUST CAPITAL TRUST II THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST Wintrust Capital Trust II (the "Trust"), dated as of ________________, 1997, ) is being duly executed and filed by WILMINGTON TRUST COMPANYWilmington Trust Company, a Delaware banking corporation, ______________________Xxxxxx X. Xxxxxx, _________________ Xxxxx X. Xxxxxxx and _____________________Xxxxx X. Xxxxxx, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

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. 57 PEOPLE'S BANCSHARESTHE HARTFORD FINANCIAL SERVICES GROUP, INC. By By: ------------------------------ Name: Title: STATE STREET BANK AND TRUST COMPANY57 ____________, as Property Trustee By and Delaware Trustee By: ------------------------------ Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By NameBy: Title: , ------------------------------ as Administrative Trustee , By: ------------------------------ as Administrative Trustee , as Administrative Trustee EXHIBIT Exhibit A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of [________________, 1997, is being duly executed and filed by WILMINGTON ] This CERTIFICATE OF TRUST COMPANY, a Delaware banking corporation, of [______________________] (the "Trust"), _________________ is being duly executed and _____________________, each an individualfiled by the undersigned, as trusteestrustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. Code Section 3801 et seq.) (the "Act").

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 AMONG THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. 57 PEOPLE'S SOUTHSIDE BANCSHARES, INC. By ., AS DEPOSITOR By: --------------------------------------- Name: --------------------------------- Title: STATE STREET BANK AND President and Chief Executive Officer U.S. TRUST COMPANYCOMPANY OF TEXAS, as Property Trustee By N.A., AS PROPERTY TRUSTEE By: --------------------------------------- Name: ------------------------------------ Title: ------------------------------------ WILMINGTON TRUST COMPANY, as Delaware Trustee By COMPANY AS DELAWARE TRUSTEE By: --------------------------------------- Name: ------------------------------------ Title: , as ------------------------------------ By: --------------------------------------- Name: Sam Xxxxxx Title: As Administrative Trustee , as By: --------------------------------------- Name: Lee X. Xxxxxx Title: As Administrative Trustee , as Administrative Trustee EXHIBIT A FORM OF CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES SOUTHSIDE CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST I This Certificate of Trust of Southside Capital Trust I (the "Trust")) dated April 9, dated as of ________________, 19971998, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individualthe undersigned, as trustees, to form a business trust under pursuant to the Delaware Business Trust Act (Act, Chapter 38 of Title 12 Del. C. Section 3801 et seq.).of the Delaware Code. The undersigned, as trustees, do hereby certify as follows:

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. 57 PEOPLE'S BANCSHARES, INC. By USF&G CORPORATION By: --------------------------- Name: Title: STATE STREET THE BANK AND TRUST COMPANYOF NEW YORK, as Property Trustee By Pxxxxxxx Xxxxxxx Xx: --------------------------- Name: Title: WILMINGTON TRUST COMPANYTHE BANK OF NEW YORK (DELAWARE), as Delaware Trustee By By: --------------------------- Name: Title: --------------------------- J. Kendall Huber, as Administrative Trustee , Xxxxxxx --------------------------- as Administrative Trustee , --------------------------- as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST USF&G Capital II THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST of USF&G Capital II (the "Trust"), dated as of ________________December 28, 19971995, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individualthe undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section (S) 3801 et seq.).

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. 57 PEOPLE'S BANCSHARES, INC. By Name: Title: STATE STREET BANK AND TRUST COMPANY, as Property Trustee By Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By Name: Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, [SIGNATURE PAGE FOLLOWS] XXXXX FINANCIAL CORPORATION By:______________________, _____________________ and Name: Xxxx Xxxx Title: President WILMINGTON TRUST COMPANY, as Property Trustee By:___________________________________________ Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By:___________________________________________ Name: Title: ______________________________________________ Xxxxxx X. Xxxxxxxx, as Administrative Trustee ______________________________________________ Xxxxxxx X. Xxxxxxxx, as Administrative Trustee ___________________________________________ Xxxx X. Xxxxxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF IFC CAPITAL TRUST III THIS CERTIFICATE OF TRUST OF IFC Capital Trust III (the "Trust") is being duly executed and filed by Wilmington Trust Company, a Delaware banking corporation, Xxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxxx and Xxxx X. Xxxxxxxx, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

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. 57 PEOPLE'S BANCSHARESMONTPELIER RE HOLDINGS LTD., INC. By as Depositor By: ----------------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY, XXX XXXX XX XXX XXXX as Property Trustee By By: ----------------------------------- Name: Title: WILMINGTON TRUST COMPANYTHE BANK OF NEW YORK (DELAWARE), as Delaware Trustee By NameBy: Title: ----------------------------------- ----------------------------------- [ ], as Administrative Trustee , as Administrative Trustee ----------------------------------- [ ], as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES MRH CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST II This Certificate of Trust of MRH Capital Trust II (the "Trust"), dated as of ________________January 27, 1997, 2004 is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individualthe undersigned, as trustees, to form a business statutory trust under the Delaware Business Statutory Trust Act (12 Del. C. Section 3801 ss. 3801, et seq.).

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 AMONG THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. 57 PEOPLE'S AMERICAN COMMUNITY BANCSHARES, INC. By AS DEPOSITOR By: /s/ Xxxxx X. Xxxxxx ------------------------------- Name: Xxxxx X. Xxxxxx ---------------------------- Title: STATE STREET BANK AND TRUST COMPANY, as Property Trustee By Name: Title: President and CEO ---------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By NameAS PROPERTY TRUSTEE By: Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.)./s/ Xxxx X. St. Xxxxx -------------------------------

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. 57 PEOPLE'S BANCSHARES, INC. By Name: Title: STATE STREET BANK AND TRUST COMPANY, as Property Trustee By Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By Name: Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, [SIGNATURE PAGE FOLLOWS] XXXXX FINANCIAL CORPORATION By:______________________, _________________ and Name: Xxxx Xxxx Title: President WILMINGTON TRUST COMPANY, as Property Trustee By:________________________________________ Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By:________________________________________ Name: Title: _________________________________________ Xxxxxx X. Xxxxxxxx, as Administrative Trustee _________________________________________ Xxxxxxx X. Xxxxxxxx, as Administrative Trustee _________________________________________ Xxxx X. Xxxxxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF IFC CAPITAL TRUST II THIS CERTIFICATE OF TRUST OF IFC Capital Trust II (the "Trust") is being duly executed and filed by Wilmington Trust Company, a Delaware banking corporation, Xxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxxx and Xxxx X. Xxxxxxxx, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

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. 57 PEOPLE'S BANCSHARES, INC. By Name: Title: STATE STREET BANK AND TRUST COMPANY, as Property Trustee By Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By Name: Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, By:______________________, _________________ and _______________________ Name:___________________________________________ Title:__________________________________________ FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as Property Trustee By:_____________________________________________ Name:___________________________________________ Title:__________________________________________ FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee By:_____________________________________________ Name:___________________________________________ Title:__________________________________________ ________________________________________________ Xxxxxxx X. Xxxxxxxxx, As Administrative Trustee ________________________________________________ Xxxxxxx X. Xxxxx, As Administrative Trustee ________________________________________________ Xxxxxxx X. Xxxxxxxxx, As Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF QUAD CITY HOLDINGS CAPITAL TRUST I THIS CERTIFICATE OF TRUST OF Quad City Holdings Capital Trust I (the "Trust"), dated April __, 1999, is being duly executed and filed by First Union Trust Company, National Association, a national banking association, Xxxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxx and Xxxxxxx X. Xxxxxxxxx, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. DEL. C. Section 3801 et seq.ET SEQ.)(the "Act").

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. 57 PEOPLE'S BANCSHARESGlacier Water Services, INC. By Name: Title: STATE STREET BANK AND TRUST COMPANY, as Property Trustee By Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By Name: Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, Inc. By:______________________, _________________ Name: Xxxxx X. Xxxxxx Title: President and Chief Operating Officer Wilmington Trust Company, as Property Trustee By:_____________________, each an individual______ Name: Title: Wilmington Trust Company, as trusteesDelaware Trustee By:___________________________ Name: Title: ______________________________ Xxxxx X. Xxxxx, as Administrative Trustee ________________________________ Xxxxx X. Xxxxxx, as Administrative Trustee ________________________________ Xxxxxx X. Xxxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST 55 EXHIBIT B The Depository Trust Company, 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 __________, 1997 Attention: __________________ General Counsel's Office Re: GLACIER WATER TRUST I ____% Cumulative Trust Preferred Securities Ladies and Gentlemen: The purpose of this letter is to set forth certain matters relating to the issuance and deposit with The Depository Trust Company ("DTC") of the GLACIER WATER TRUST I ____% Cumulative Trust Preferred Securities, (the "Trust Preferred Securities"), of GLACIER WATER TRUST I, a Delaware business trust (the "Issuer"), formed pursuant to an Amended and Restated Trust Agreement between Glacier Water Services, Inc. ("Glacier") and Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, and the Administrative Trustees named therein. The payment of distributions on the Trust Preferred Securities, and payments due upon liquidation of the Issuer or redemption of the Trust Preferred Securities, to form the extent the Issuer has funds available for the payment thereof are guaranteed by Glacier to the extent set forth in a business trust under Guarantee Agreement dated ____________, 1998 by Glacier with respect to the Delaware Business Trust Act Preferred Securities. Glacier and the Issuer propose to sell the Trust Preferred Securities to certain Underwriters (12 Del. C. Section 3801 et seq.the "Underwriters") pursuant to a Underwriting Agreement dated ____________, 1998 by and among the Underwriters, the Issuer and Glacier, and the Underwriters wish to take delivery of the Trust Preferred Securities through DTC. Wilmington Trust Company is acting as transfer agent and registrar with respect to the Trust Preferred Securities (the "Transfer Agent and Registrar").. To induce DTC to accept the Trust Preferred Securities as eligible for deposit at DTC, and to act in accordance with DTC's rules with respect to the Trust Preferred Securities, the Issuer, the Transfer Agent and Registrar and DTC agree among each other as follows:

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST PREFERRED 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 OWNERSHIP INTEREST IN SUCH TRUST PREFERRED SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE [SUBORDINATION PROVISIONS AND OTHER 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. 57 PEOPLE'S BANCSHARESTHIS TRUST AGREEMENT is executed as of the date first above written. TECO FUNDING COMPANY III, INC. By LLC, as Depositor By: ----------------------------- Name: Title: STATE STREET THE BANK AND TRUST COMPANYOF NEW YORK, as Property Trustee By By: ----------------------------- Name: Title: WILMINGTON TRUST COMPANYTHE BANK OF NEW YORK (DELAWARE), as Delaware Trustee By By: ----------------------------- Name: Title: TECO Energy, Inc. joins in this Trust Agreement solely for the purposes of obligating itself under Sections 2.3 and 8.6 of this Trust Agreement and not as Administrative Trustee depositor, as Administrative Trustee trustee or beneficiary. TECO ENERGY, as Administrative Trustee INC. By: ----------------------------- Name: Title: EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES TECO CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST III This Certificate of Trust of TECO Capital Trust III (the "Trust"), dated as of ________________, 199720__, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individualthe undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

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. 57 PEOPLE'S BANCSHARESFIRST INTERSTATE BANCSYSTEM, INC. By By: --------------------------------- Name: ------------------------------- Title: STATE STREET BANK AND ------------------------------ WILMINGTON TRUST COMPANY, as Property Trustee By By: --------------------------------- Name: ------------------------------- Title: ------------------------------ WILMINGTON TRUST COMPANY, as Delaware Trustee By By: --------------------------------- Name: ------------------------------- Title: , ------------------------------ ------------------------------------ Name: ------------------------------- as Administrative Trustee , ------------------------------------ Name: ------------------------------- as Administrative Trustee , ------------------------------------ Name: ------------------------------- as Administrative Trustee 57 EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES FIB CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST This Certificate of Trust of FIB Capital Trust (the "Trust"), ) dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________,1997, _________________ is being duly executed and _____________________, each an individualfiled by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section ((S)) 3801 et seq.).

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 HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. 57 PEOPLE'S BANCSHARESGOLD BANC CORPORATION, INC. By Name: Title: STATE STREET BANK AND TRUST COMPANY, as Property Trustee By Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By Name: Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, Depositor By:______________________, _________________ and Name: Title: BANKERS TRUST COMPANY, as Property Trustee By:_____________________, each an individual________ Name: Title: BANKERS TRUST (DELAWARE), as trusteesDelaware Trustee and not in its individual capacity By:_____________________________ Name: Title: Subscribed to and Accepted by, to form as the Initial Administrators: _____________________________ _____________________________ EXHIBIT A [INSERT CERTIFICATE OF TRUST FILED WITH DELAWARE] EXHIBIT B [INSERT FORM OF CERTIFICATE DEPOSITARY AGREEMENT] EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT Certificate Number Number of Common Securities C-__ Certificate Evidencing Common Securities of GBCI Capital Trust ____% Common Securities (liquidation amount $25 per Common Security) GBCI Capital Trust, a statutory business trust formed under the laws of the State of Delaware Business (the "Issuer Trust"), hereby certifies that Gold Banc Corporation, Inc. (the "Holder") is the registered owner of _________ (_____) common securities of the Issuer Trust Act representing undivided beneficial interests in the assets of the Issuer Trust and has designated the ____% Common Securities (12 Del. C. liquidation amount $25 per Common Security) (the "Common Securities"). Except in accordance with Section 3801 et seq5.11 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof other than in accordance therewith 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 Issuer Trust, dated as of ___________ __, 1997, as the same may be amended from time to time (the "Trust Agreement") among Gold Banc Corporation, Inc. as Depositor, Bankers Trust Company, as Property Trustee, Bankers Trust (Delaware), as Delaware Trustee, and the Holders of Trust Securities, including the designation of the terms of the Common Securities as set forth therein. The Issuer Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Issuer 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. Terms used but not defined herein have the meanings set forth in the Trust Agreement.).

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 AMONG THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. 57 PEOPLE'S BANCSHARESMETROPOLITAN FINANCIAL CORP., INC. By AS DEPOSITOR By: /s/ Davix X. Xxxge ----------------------------------- Name: Davix X. Xxxge Title: STATE STREET BANK AND TRUST COMPANY, as Property Trustee By Name: Title: President WILMINGTON TRUST COMPANY, as Delaware Trustee By AS PROPERTY TRUSTEE By: /s/ Patrxxxx Xxxxx ------------------------------------ Name: Patrxxxx Xxxxx Title: , as Financial Services Officer /s/ Judixx X. Xxxm --------------------------------------- Name: Judixx X. Xxxm Title: As Administrative Trustee , as /s/ Davix X. Xxxxxxx --------------------------------------- Name: Davix X. Xxxxxxx Title: As Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).Trustee

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. 57 PEOPLE'S BANCSHARESWITHOUT LIMITING THE FOREGOING, BY ACCEPTANCE OF A PREFERRED SECURITY, EACH INITIAL AND SUBSEQUENT HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL FINANCIAL ACCOUNTING AND UNITED STATES FEDERAL INCOME TAX PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURES. [Signatures on Next Page] FIRST BANKS, INC. By NameBy: Title----------------------------------- Its: ---------------------------------- STATE STREET BANK AND TRUST COMPANYCOMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, as Property Trustee By NameBy: Title----------------------------------- Its: ---------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By NameBy: Title----------------------------------- Its: ---------------------------------- ----------------------------------------------- Xxxxx X. Xxxxx, as Administrative Trustee ----------------------------------------------- Xxxxx X. Xxxxxxxxxx, as Administrative Trustee ----------------------------------------------- Xxxx Xxxxxxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES FIRST PREFERRED CAPITAL TRUST II THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES of FIRST PREFERRED CAPITAL TRUST II (the "Trust"), dated as of ________________, 19972000, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________XXXXX X. XXXXX, _________________ XXXXX X. XXXXXXXXXX and _____________________XXXX XXXXXXXXX, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Delaware Code Section 3801 et seq.).

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. 57 PEOPLE'S BANCSHARESSOUTHWEST BANCORP, INC. By NameBy: Title: /s/ Xxxxxx X. XxXxxxxxx --------------------------------------------------- Xxxxxx X. XxXxxxxxx, President STATE STREET BANK AND TRUST COMPANY, as Property Trustee By NameBy: Title: /s/ Xxxx X. Xxxxx --------------------------------------------------- Xxxx X. Xxxxx, Vice President WILMINGTON TRUST COMPANY, as Delaware Trustee By NameBy: Title: /s/ Xxxxx X. Xxxxx --------------------------------------------------- Xxxxx X. Xxxxx, Vice President /s/ Xxxxxx X. XxXxxxxxx, Xx. --------------------------------------------------- Xxxxxx X. XxXxxxxxx, Xx., as Administrative Trustee /s/ Xxxxx X. Xxxxxxx --------------------------------------------------- Xxxxx X. Xxxxxxx, as Administrative Trustee /s/ Xxxxxxx X. Xxxxxxx --------------------------------------------------- Xxxxxxx X. Xxxxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).Trustee

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. 57 PEOPLE'S BANCSHARES38 SOUTHWEST BANCORP, INC. By Name: Title: STATE STREET BANK AND TRUST COMPANY, as Property Trustee By Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By Name: Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, By:______________________, ___________________ and Name: Title: STATE STREET BANK AND TRUST COMPANY, as Property Trustee By:_____________________, each an individual____________________ Name: Title: WILMINGTON TRUST COMPANY, as trusteesDelaware Trustee By:_________________________________________ Name: Title: ____________________________________________ _______________, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).as Administrative Trustee ____________________________________________ _______________, as Administrative Trustee ____________________________________________ _______________, as Administrative Trustee

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. 57 PEOPLE'S BANCSHARESCOMMUNITY FIRST BANKSHARES, INC. By ., as Depositor By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: STATE STREET BANK AND President WILMINGTON TRUST COMPANY, as Property Trustee By By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President WILMINGTON TRUST COMPANY, as Delaware Trustee By By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President /s/ Xxxx X. Xxxxxxxx Xxxx X. Xxxxxxxx, as As Administrative Trustee /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx, as As Administrative Trustee /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx, as As Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).Trustee

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 HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. 57 PEOPLE'S BANCSHARES, INC. By Name: Title: FIRST EMPIRE STATE STREET BANK AND TRUST COMPANYCORPORATION, as Property Trustee By Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By Name: Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of Depositor By:________________, 1997, is being duly executed and filed by WILMINGTON ________________ Name: Title: BANKERS TRUST COMPANY, a as Property Trustee, and not in its individual capacity By:________________________________ Name: Title: BANKERS TRUST (DELAWARE), as Delaware banking corporationTrustee, and not in its individual capacity By:________________________________ Name: Title: Agreed to and Accepted by, ______________________, _________________ and Name: Title: Administrator _____________________, each an individual, as trustees, to form a business trust under the Delaware Business _________ Name: Title: Administrator Exhibit A CERTIFICATE OF TRUST Exhibit B FORM OF CERTIFICATE DEPOSITARY AGREEMENT Exhibit C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT Certificate Number Number of Common Securities C-__ Certificate Evidencing Common Securities of First Empire Capital Trust Act I 8.234% Common Securities (12 Del. C. Section 3801 et seq.liquidation amount $1,000 per Common Security).

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. 57 PEOPLE'S BANCSHARESPARTNERRE FINANCE II INC., INC. By Name: Title: STATE STREET BANK AND TRUST COMPANYJPMORGAN CHASE BANK, as Depositor as Property Trustee By NameBy: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By Name: Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and By:_______________________________ Name: Name: Title: Title: CHASE MANHATTAN BANK USA, each an individualNATIONAL ASSOCIATION, as trusteesDelaware Trustee ________________________________ Xxxxxx Xxxxxxxxx, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).By:_______________________________ as Administrative Trustee Name: Title: ________________________________ Xxxxxxxxx Xxxxxx, as Administrative Trustee EXHIBIT A --------- CERTIFICATE OF TRUST OF PARTNERRE CAPITAL TRUST III

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 HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. 57 PEOPLE'S BANCSHARES, INC. By Name: Title: FIRST EMPIRE STATE STREET BANK AND TRUST COMPANYCORPORATION, as Property Trustee By Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By Name: Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, Depositor By:______________________, _________________ and Name: Title: BANKERS TRUST COMPANY, as Property Trustee By:____________________________ Name: Title: BANKERS TRUST (DELAWARE), each an individualas Delaware Trustee and not in its individual capacity By:____________________________ Name: Title: Subscribed to and Accepted by, as the Initial Administrators: _____________________________ [Name] _____________________________ [Name] Exhibit A CERTIFICATE OF TRUST OF FIRST EMPIRE CAPITAL TRUST I THIS CERTIFICATE OF TRUST of First Empire Capital Trust I (the "Trust"), dated January __, 1997, is being duly executed and filed by Bankers Trust Company, a New York banking corporation, and Bankers Trust (Delaware), a Delaware banking corporation, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section ss. 3801 et seq.).

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. 57 PEOPLE'S BANCSHARES, INC. By 52 58 INDEPENDENT BANK CORPORATION By: /s/ Willxxx X. Xxxxx -------------------------------------- Name: Willxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer STATE STREET BANK AND TRUST COMPANY, COMPANY as Property Trustee By By: /s/ Paul X. Xxxxx -------------------------------------- Name: Paul X. Xxxxx Title: Vice President WILMINGTON TRUST COMPANY, COMPANY as Delaware Trustee By By: /s/ Normx Xxxxx -------------------------------------- Name: Normx Xxxxx Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).Vice President

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. 57 PEOPLE'S BANCSHARES, INC. By [This space intentionally left blank.] LINCOLN NATIONAL CORPORATION By: /s/ Fxxxxxxxx Xxxxxxxx Name: Fxxxxxxxx Xxxxxxxx Title: STATE STREET Vice President and Treasurer BANK AND ONE TRUST COMPANY, NATIONAL ASSOCIATION as Property Trustee By By: /s/ Jxxxxx Xxx Xxxxxxx Name: Jxxxxx Xxx Xxxxxxx Title: WILMINGTON TRUST COMPANY, Vice President BANK ONE DELAWARE INC. as Delaware Trustee By By: /s/ Mxxxx X. Xxxx Name: Mxxxx X. Xxxx Title: , as Vice President /s/ Fxxxxxxxx Xxxxxxxx Fxxxxxxxx Xxxxxxxx Administrative Trustee , as Administrative Trustee , as /s/ Jxxxx Xxxxxxxxxxx Jxxxx Xxxxxxxxxxx Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES LINCOLN NATIONAL CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST VI This Certificate of Trust of Lincoln National Capital VI (the "“Trust"”), dated as of ________________April 20, 19971998, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individualthe undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section §3801 et seq.).

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 HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. 57 PEOPLE'S BANCSHARESFIRST EMPIRE STATE CORPORATION, INC. By as Depositor By: ----------------------------- Name: Title: STATE STREET BANK AND BANKERS TRUST COMPANY, as Property Trustee By Trustee, and not in its individual capacity By: ----------------------------- Name: Title: WILMINGTON BANKERS TRUST COMPANY(DELAWARE), as Delaware Trustee By Trustee, and not in its individual capacity By: ----------------------------- Name: Title: Agreed to and Accepted by, as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT ----------------------------- Name: Title: Administrator ----------------------------- Name: Title: Administrator Exhibit A CERTIFICATE OF TRUST Exhibit B FORM OF PEOPLE'S BANCSHARES CAPITAL TRUST CERTIFICATE DEPOSITARY AGREEMENT Exhibit C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as AGREEMENT Certificate Number Number of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _______________Common Securities C-__ and _____________________, each an individual, as trustees, to form a business trust under the Delaware Business Certificate Evidencing Common Securities of First Empire Capital Trust Act II 8.277% Common Securities (12 Del. C. Section 3801 et seq.liquidation amount $1,000 per Common Security).

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. 57 PEOPLE'S BANCSHARESINDEPENDENT BANKSHARES, INC. By ., as Depositor By: ---------------------------------------- Name: -------------------------------------- Title: STATE STREET BANK AND ------------------------------------- U.S. TRUST COMPANYCOMPANY OF TEXAS, N.A., as Property Trustee By By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- ------------------------------------------- Xxxxx X. Xxxxxxxxxx, as Administrative Trustee ------------------------------------------- Xxxxxx X. Xxxxxxxxxx, as Administrative Trustee ------------------------------------------- Xxxxxxx X. Xxxxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES ----------------------- INDEPENDENT CAPITAL TRUST ------------------------- THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST Certificate of Trust of Independent Capital Trust (the "Trust"), dated as of ________________, 1997, ) is being duly executed and filed by WILMINGTON TRUST COMPANYWilmington Trust Company, a Delaware banking corporation, ______________________, _________________ Xxxxx X. Xxxxxxxxxx and _____________________, each an individualXxxxxx X. Xxxxxxxxxx, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et (S)3801 et. ------- --- seq.).. ----

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. 57 PEOPLE'S BANCSHARESPUBLIC SERVICE ENTERPRISE FIRST UNION NATIONAL BANK, INC. By as GROUP INCORPORATED, as Depositor Property Trustee By: By: ------------------------------ ------------------------------ Name: Morton A. Plawner Name: Frank Gallagher Title: STATE STREET BANK AND TRUST COMPANY, as Property Trustee By Name: Xxxxxxxxx Title: WILMINGTON TRUST COMPANYXxxx Xxxxxxxxx Morton A. Plawner, FIRST UNION BANK OF DELXXXXX, xx Xxxxxxxtrative Trustee as Delaware Trustee By By: ------------------------- ----------------------------- Name: Frank Gallagher Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee Xxxx Xxxxxxxxx EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES ENTERPRISE CAPITAL TRUST III Actual Certificate of Trust will be inserted here. EXHIBIT B DTC FORM OF AGREEMENT TO BE INSERTED HERE EXHIBIT C THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST IS NOT TRANSFERABLE Certificate Number C-1 Number of Common Securities 185,568 Certificate Evidencing Common Securities of Enterprise Capital Trust III 7-1/4% Common Securities (liquidation amount $25 per Common Security) Enterprise Capital Trust III , a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that Public Service Enterprise Group Incorporated (the "Holder") is the registered owner of One Hundred Eighty-Five Thousand Five Hundred Sixty-Eight (185,568) common securities of the Trust representing undivided beneficial interests in the assets of the Trust and designated as the 7-1/4% Common Securities (liquidation amount $25 per Common Security) (the "Common Securities"). In accordance with Section 5.10 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 ________________July 6, 19971998 as the same may be amended from time to time (the "Trust Agreement"). 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 being duly executed bound by the Trust Agreement and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individual, as trustees, is entitled to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seqbenefits thereunder.).

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. 57 PEOPLE'S BANCSHARES, INC. By Name: Title: STATE STREET BANK AND TRUST COMPANY, as Property Trustee By Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By Name: Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, [SIGNATURE PAGE FOLLOWS] WINTRUST FINANCIAL CORPORATION By:______________________, __________________ and Name: Title: WILMINGTON TRUST COMPANY, as Property Trustee By:________________________________________ Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By:________________________________________ Name: Title: ___________________________________________ Edward J. Wehmer, As Administrative Trustee ___________________________________________ David A. Dykstra, As Administrative Trustee ___________________________________________ Randolph M. Hibben, As Administrative Xxxxxxx EXHIBIT A CERTIFICATE OF TRUST OF WINTRUST CAPITAL TRUST I THIS CERTIFICATE OF TRUST OF Wintrust Capital Trust I (the "Trust"), dated August 14, 1998, is being duly executed and filed by Wilmington Trust Company, a Delaware banking corporation, Edward J. Wehmer, David A. Dykstra and Randolph M. Hibben, each an individualinxxxxxxxx, as trusteesxx xxusxxxx, to form a business trust under the xx xxxx x busixxxx xxxxx xxxxx xhe Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).

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 HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. 57 PEOPLE'S BANCSHARES, ACCEPTANCE INSURANCE COMPANIES INC. By as Depositor By: -------------------------------- Name: Title: STATE STREET BANK AND BANKERS TRUST COMPANY, as Property Trustee By By: -------------------------------- Name: Title: WILMINGTON BANKERS TRUST COMPANY(DELAWARE), as Delaware Trustee By and not in its individual capacity By: -------------------------------- Name: Title: Subscribed to and Accepted by, as Administrative Trustee , as Administrative Trustee , as Administrative Trustee the Initial Administrators: -------------------------------- [Name] -------------------------------- [Name] EXHIBIT A [INSERT CERTIFICATE OF TRUST FILED WITH DELAWARE] EXHIBIT B [INSERT FORM OF PEOPLE'S BANCSHARES CAPITAL TRUST CERTIFICATE DEPOSITARY AGREEMENT] EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR IN INTEREST TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST AGREEMENT 57 Certificate Number Number of Common Securities C-__ Certificate Evidencing Common Securities of AICI Capital Trust ____% Common Securities (liquidation amount $25 per Common Security) AICI Capital Trust, a statutory business trust formed under the laws of the State of Delaware (the "Issuer Trust"), dated as hereby certifies that Acceptance Insurance Companies Inc. (the "Holder") is the registered owner of _________ (_____) common securities of the Issuer Trust representing undivided beneficial interests in the Issuer Trust and has designated the ____% Common Securities (liquidation amount $25 per Common Security) (the "Common Securities"). Except in accordance with Section 5.11 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof other than in accordance therewith 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 Issuer Trust, dated as of August __, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individualas the same may be amended from time to time (the "Trust Agreement") among Acceptance Insurance Companies Inc., as trusteesDepositor, Bankers Trust Company, as Property Trustee, Bankers Trust (Delaware), as Delaware Trustee, and the Holders of Trust Securities, including the designation of the terms of the Common Securities as set forth therein. The Issuer Trust will furnish a copy of the Trust Agreement to form a the Holder without charge upon written request to the Issuer Trust at its principal place of business trust under or registered office. Upon receipt of this certificate, the Delaware Business Holder is bound by the Trust Act (12 Del. C. Section 3801 et seqAgreement and is entitled to the benefits thereunder. Terms used but not defined herein have the meanings set forth in the Trust Agreement.).

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. 57 PEOPLE'S BANCSHARES, INC. By NameLINCOLN NATIONAL CORPORATION By: Title: STATE STREET BANK AND TRUST COMPANY, as Property Trustee By Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By Name: Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and Name: Title: BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as Property Trustee By: ______________________________ Name: Title: BANK ONE DELAWARE, each an individualINC., as Delaware Trustee By: ______________________________ Name: Title: __________________________________ Fxxxxxxxx Xxxxxxxx, as Administrative Trustee __________________________________ Jxxxx Xxxxxxxxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF LINCOLN NATIONAL CAPITAL VIII This Certificate of Trust of Lincoln National Capital VIII (the “Trust”), dated March 18, 2002, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section §3801 et seq.).

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. 57 PEOPLE'S BANCSHARESFIRST INTERSTATE BANCSYSTEM, INC. By By: /s/ Xxxxxxx X. Xxxxx -------------------------------- Name: Xxxxxxx X. Xxxxx ------------------------------ Title: STATE STREET BANK AND Senior Vice President ----------------------------- WILMINGTON TRUST COMPANY, as Property Trustee By By: /s/ Xxxxx X. Xxxxxx -------------------------------- Name: Xxxxx X. Xxxxxx ------------------------------ Title: Vice President ----------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By By: /s/ Xxxxx X. Xxxxxx -------------------------------- Name: Xxxxx X. Xxxxxx ------------------------------ Title: , Vice President ----------------------------- /s/ Xxxxxxx X. Xxxxx ----------------------------------- Name: Xxxxxxx X. Xxxxx as Administrative Trustee , /s/ Xxxxxx X. Xxxxx ----------------------------------- Name: Xxxxxx X. Xxxxx as Administrative Trustee , 57 /s/ Xxxxxxx X. Xxxxxx ----------------------------------- Name: Xxxxxxx X. Xxxxxx as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES FIB CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST This Certificate of Trust of FIB Capital Trust (the "Trust"), ) dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________,1997, _________________ is being duly executed and _____________________, each an individualfiled by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section ((S)) 3801 et seq.).

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. 57 PEOPLE'S BANCSHARESCOMMUNITY FIRST BANKSHARES, INC. By ., as Depositor By: ------------------------------------ Name: Xxxxxx X. Xxxxxxxxx Title: STATE STREET BANK AND President WILMINGTON TRUST COMPANY, as Property Trustee By By: ------------------------------------ Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By By: ------------------------------------ Name: Title: --------------------------------------- Xxxxxx X. Xxxxxxxxx, as As Administrative Trustee --------------------------------------- Xxxx X. Xxxxxxxx, as As Administrative Trustee --------------------------------------- Xxxxxx X. Xxxxxx, as As Administrative Trustee EXHIBIT Exhibit A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CFB CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES I This Certificate of Trust of CFB CAPITAL TRUST II (the "Trust"), dated as of ________________October 6, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANYWilmington Trust Company, a Delaware banking corporation, ______________________and Xxxxxx X. Xxxxxxxxx, _________________ Xxxx X. Xxxxxxxx, and _____________________Xxxxxx X. Xxxxxx, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).

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. 57 PEOPLE'S BANCSHARESMONTPELIER RE HOLDINGS LTD., INC. By as Depositor By: --------------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY, XXX XXXX XX XXX XXXX as Property Trustee By By: ---------------------------------- Name: Title: WILMINGTON TRUST COMPANYTHE BANK OF NEW YORK (DELAWARE), as Delaware Trustee By NameBy: Title: ---------------------------------- ---------------------------------- [ ], as Administrative Trustee , as Administrative Trustee ---------------------------------- [ ], as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES MRH CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST I This Certificate of Trust of MRH Capital Trust I (the "Trust"), dated as of ________________January 27, 1997, 2004 is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individualthe undersigned, as trustees, to form a business statutory trust under the Delaware Business Statutory Trust Act (12 Del. C. Section 3801 ss. 3801, et seq.).

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 OWNERSHIP 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. 57 PEOPLE'S BANCSHARES, INCTHIS TRUST AGREEMENT is executed as of the date first above written. By WISCONSIN ENERGY CORPORATION By: /s/ Xxxxxx X. Xxxxx ---------------------------------------- Name: Xxxxxx X. Xxxxx Title: STATE STREET Treasurer and Chief Financial Officer THE FIRST NATIONAL BANK AND TRUST COMPANYOF CHICAGO, as Property Trustee By By: /s/ Xxxxx Xxxxxxx ---------------------------------------- Name: Xxxxx Xxxxxxx Title: WILMINGTON TRUST COMPANYAssistant Vice President FIRST CHICAGO DELAWARE INC., as Delaware Trustee By By: /s/ Xxxxxx X. Xxxxxx ---------------------------------------- Name: Xxxxxx X. Xxxxxx Title: Vice President /s/ Xxxxxx X. Xxxxx -------------------------------------------- Xxxxxx X. Xxxxx, as Administrative Trustee , as Administrative Trustee /s/ Xxxxxx X. Xxxxxxx -------------------------------------------- Xxxxxx X. Xxxxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES WEC CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).I

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. 57 PEOPLE'S BANCSHARESAIR T, INC. By ., as Depositor By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: STATE STREET BANK AND Chief Executive Officer DELAWARE TRUST COMPANY, COMPANY as Property Trustee By By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: WILMINGTON Vice President DELAWARE TRUST COMPANY, COMPANY as Delaware Trustee By By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President /s/ Xxxx Xxxxx Xxxx Xxxxx, as As Administrative Trustee /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx, as As Administrative Trustee , as Administrative Trustee EXHIBIT Exhibit A CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES AIR T FUNDING [ATTACHED] Exhibit B FORM OF COMMON SECURITIES CERTIFICATE [ATTACHED] Exhibit C AGREEMENT AS TO EXPENSES AND LIABILITIES [ATTACHED] Exhibit D CERTIFICATE EVIDENCING CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), dated as of ________________, 1997, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).SECURITIES