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. VECTRA BANKING CORPORATION, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx, Xx Administrative Trustee --------------------------------------------- Ray X. Xxxx, Xx Administrative Trustee --------------------------------------------- Tracxx X. Xxxxx, Xx 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. VECTRA BANKING CORPORATION57 PEOPLE'S BANCSHARES, as Depositor INC. By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON Name: Title: STATE STREET BANK AND TRUST COMPANY, as Property Trustee By: ------------------------------------------ By Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ By Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx, Xx as Administrative Trustee --------------------------------------------- Ray X. Xxxx, Xx as Administrative Trustee --------------------------------------------- Tracxx X. Xxxxx, Xx as Administrative TrusteeTrustee 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. VECTRA BANKING CORPORATION, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON INDEPENDENT BANK CORPORATION By:_________________________________ Name: Title: STATE STREET BANK AND TRUST COMPANY, COMPANY as Property Trustee By: ------------------------------------------ :_________________________________ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, COMPANY as Delaware Trustee By: ------------------------------------------ :_________________________________ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx, Xx __ ________________________________________ As Administrative Trustee --------------------------------------------- Ray X. Xxxx, Xx __ ________________________________________ As Administrative Trustee --------------------------------------------- Tracxx X. Xxxxx, Xx __ ________________________________________ 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. VECTRA BANKING CORPORATIONUSF&G CORPORATION By: --------------------------- Name: Title: THE BANK OF NEW YORK, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee ByProxxxxx Xxxxxxx Xx: ------------------------------------------ --------------------------- Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANYTHE BANK OF NEW YORK (DELAWARE), as Delaware Trustee By: ------------------------------------------ --------------------------- Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx--------------------------- J. Kendall Huber, Xx as Administrative Trxxxxx --------------------------- as Administrative Trustee --------------------------------------------- Ray X. Xxxx, Xx --------------------------- as Administrative Trustee --------------------------------------------- Tracxx X. XxxxxCERTIFICATE OF TRUST OF USF&G CAPITAL I THIS CERTIFICATE OF TRUST of USF&G Capital I (the "Trust"), Xx Administrative Trusteedated December 28, 1995, 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. (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 AMONG THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATIONMETROPOLITAN FINANCIAL CORP., as Depositor By ------------------------------------------ Gary AS DEPOSITOR By: ________________________________ Name: Davix X. Xxxx, Xxesident and Chief Executive Officer Xxxge Title: President WILMINGTON TRUST COMPANY, as Property Trustee 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 _________, 1999, 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 Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. Xxxxprovided above, Xx Administrative Trustee --------------------------------------------- Ray X. Xxxxthe Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, Xx Administrative Trustee --------------------------------------------- Tracxx X. Xxxxxrights, Xx Administrative Trusteeprivileges, 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 the 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 the Holder without charge upon written request to the Trust at its principal place of business or registered office. By receipt and acceptance of this certificate, the Holder agrees to be bound by the Trust Agreement 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. VECTRA BANKING CORPORATIONPRINCIPAL FINANCIAL GROUP, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer INC. By: _________________________________ Name: Title: 57 WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as and Delaware Trustee By: ------------------------------------------ _________________________________ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx, Xx By: _________________________________ as Administrative Trustee --------------------------------------------- Ray X. Xxxx, Xx By: _________________________________ as Administrative Trustee --------------------------------------------- Tracxx X. XxxxxExhibit A CERTIFICATE OF TRUST OF PRINCIPAL CAPITAL II This CERTIFICATE OF TRUST of Principal Capital II (the "Trust"), Xx Administrative Trusteeis being duly executed and filed by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. 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 THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATIONGlacier Water Services, as Depositor By ------------------------------------------ Gary Inc. By:___________________________ Name: Xxxxx X. Xxxx, Xxesident Xxxxxx Title: President and Chief Executive Operating Officer WILMINGTON TRUST COMPANYWilmington Trust Company, as Property Trustee By: ------------------------------------------ :___________________________ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANYWilmington Trust Company, as Delaware Trustee By: ------------------------------------------ :___________________________ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx, Xx Administrative Trustee --------------------------------------------- Ray X. Xxxx, Xx Administrative Trustee --------------------------------------------- Tracxx ______________________________ Xxxxx X. Xxxxx, Xx 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 the extent the Issuer has funds available for the payment thereof are guaranteed by Glacier to the extent set forth in a Guarantee Agreement dated ____________, 1998 by Glacier with respect to the Trust Preferred Securities. Glacier and the Issuer propose to sell the Trust Preferred Securities to certain Underwriters (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: 1. Prior to the closing of the sale of the Trust Preferred Securities to the Underwriters, which is expected to occur on or about ____________, 1998, there shall be deposited with DTC one or more global certificates (individually and collectively, the "Global Certificate") registered in the name of DTC's Trust Preferred Securities nominee, Cede & Co., representing an aggregate of 2,600,000 Trust Preferred Securities and bearing the following legend: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 2. The Amended and Restated Trust Agreement of the Issuer provides for the voting by holders of the Trust Preferred Securities under certain limited circumstances. The Issuer shall establish a record date for such purposes and shall, to the extent possible, give DTC notice of such record date not less than 15 calendar days in advance of such record date. 3. In the event of a stock split, conversion, recapitalization, reorganization or any other similar transaction resulting in the cancellation of all or any part of the Trust Preferred Securities outstanding, the Issuer or the Transfer Agent and Registrar shall send DTC a notice of such event at least 5 business days prior to the effective date of such event. 4. In the event of distribution on, or an offering or issuance of rights with respect to, the Trust Preferred Securities outstanding, the Issuer or the Transfer Agent and Registrar shall send DTC a notice specifying: (a) the amount of and conditions, if any, applicable to the payment of any such distribution or any such offering or issuance of rights; (b) any applicable expiration or deadline date, or any date by which any action on the part of the holders of Trust Preferred Securities is required; and (c) the date any required notice is to be mailed by or on behalf of the Issuer to holders of Trust Preferred Securities or published by or on behalf of the Issuer (whether by mail or publication, the "Publication Date"). Such notice shall be sent to DTC by a secure means (e.g., legible telecopy, registered or certified mail, overnight delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business day before the Publication Date. The Issuer or the Transfer Agent and Registrar will forward such notice either in a separate secure transmission for each CUSIP number or in a secure transmission of multiple CUSIP numbers (if applicable) that includes a manifest or list of each CUSIP number submitted in that transmission. (The party sending such notice shall have a method to verify subsequently the use of such means and the timeliness of such notice.) The Publication Date shall be not less than 30 calendar days nor more than 60 calendar days prior to the payment of any such distribution or any such offering or issuance of rights with respect to the Trust Preferred Securities. After establishing the amount of payment to be made on the Trust Preferred Securities, the Issuer or the Transfer Agent and Registrar will notify DTC's Dividend Department of such payment 5 business days prior to payment date. Notices to DTC's Dividend Department by telecopy shall be sent to (000) 000-0000. Such notices by mail or by any other 57 means shall be sent to: Manager, Announcements Dividend Department The Depository Trust Company 0 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 The Issuer or the Transfer Agent and Registrar shall confirm DTC's receipt of such telecopy by telephoning the Dividend Department at (000) 000-0000. 5. In the event of a redemption by the Issuer of the Trust Preferred Securities, notice specifying the terms of the redemption and the Publication Date of such notice shall be sent by the Issuer or the Transfer Agent and Registrar to DTC not less than 30 calendar days prior to such event by a secure means in the manner set forth in paragraph 4. Such redemption notice shall be sent to DTC's Call Notification Department at (000) 000-0000 or (000) 000-0000, and receipt of such notice shall be confirmed by telephoning (000) 000-0000. Notice by mail or by any other means shall be sent to: Call Notification Department The Depository Trust Company 000 Xxxxxxx Xxxxxx Garden City, New York 11530-4719 6. In the event of any invitation to tender the Trust Preferred Securities, notice specifying the terms of the tender and the Publication Date of such notice shall be sent by the Issuer or the Transfer Agent and Registrar to DTC by a secure means and in a timely manner as described in paragraph 4. Notices to DTC pursuant to this paragraph and notices of other corporate actions (including mandatory tenders, exchanges and capital changes) shall be sent, unless notification to another department is expressly provided for herein, by telecopy to DTC's Reorganization Department at (000) 000-0000 or (000) 000-0000 and receipt of such notice shall be confirmed by telephoning (000) 000-0000, or by mail or any other means to: Manager, Reorganization Department Reorganization Window The Depository Trust Company 0 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 7. All notices and payment advices sent to DTC shall contain the CUSIP number or numbers of the Trust Preferred Securities and the accompanying designation of the Trust Preferred Securities, which, as of the date of this letter, is "GLACIER WATER TRUST I ____% Cumulative Trust Preferred Securities. 8. Distribution payments or other cash payments with respect to the Trust Preferred Securities evidenced by the Global Certificate shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next day funds on each payment date (or in accordance with existing arrangements between the Issuer or the Transfer Agent and Registrar and DTC). Such payments shall be made payable to the order of Cede & Co., and shall be addressed 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. VECTRA BANKING CORPORATION52 SPECTRUM BANCORPORATION, INC., as Depositor By By: ------------------------------------------ Gary Xxxxx X. XxxxXxxxxx, Xxesident Chairman and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx, Xx Administrative Trustee --------------------------------------------- Ray X. Xxxx, Xx Administrative Trustee --------------------------------------------- Tracxx X. Xxxxx, Xx 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 THOSE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATION, VIB CORP as Depositor By ------------------------------------------ Gary By: /s/ HARRX X. XxxxXXXXXXX, Xxesident XXI -------------------------------------- Name: Harrx X. Xxxxxxx, XXI Title: Executive Vice President and Chief Executive Officer CFO 55 60 WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ /s/ JAMEX X. XXXXXX -------------------------------------- Name: ---------------------------------------- Jamex X. Xxxxxx Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Vice President By: /s/ RICHXXX X. XXXX -------------------------------------- Name: Richxxx X. Xxxx Title: Administrative Trustee By: ------------------------------------------ /s/ DENNXX X. XXXX -------------------------------------- Name: ---------------------------------------- Dennxx X. Xxxx Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx, Xx Administrative Trustee --------------------------------------------- Ray By: /s/ HARRX X. XxxxXXXXXXX, Xx Administrative Trustee --------------------------------------------- Tracxx XXI -------------------------------------- Name: Harrx X. XxxxxXxxxxxx, Xx XXI Title: 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. VECTRA BANKING CORPORATIONFCNB CORP By: ------------------------------------------------- A. Xxxxxxx Xxxxxx, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON President STATE STREET BANK AND TRUST COMPANY, COMPANY as Property Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- ------------------------------------------------- Xxxx X. Xxxxx, Vice President WILMINGTON TRUST COMPANY, COMPANY as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx------------------------------------------------- A. Xxxxxxx Xxxxxx, Xx as Administrative Trustee --------------------------------------------- Ray ------------------------------------------------- Xxxx X. XxxxXxxxxxxx, Xx as Administrative Trustee --------------------------------------------- Tracxx ------------------------------------------------- Xxxxxxx X. XxxxxXxxxxx, Xx Xx., as Administrative TrusteeTrustee EXHIBIT A CERTIFICATE OF TRUST OF FCNB CAPITAL TRUST THIS CERTIFICATE OF TRUST OF FCNB CAPITAL TRUST (the "Trust"), dated as of ________________, 1998, is being duly executed and filed by ____________________________, 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. VECTRA BANKING CORPORATIONUSF&G CORPORATION By: --------------------------- Name: Title: THE BANK OF NEW YORK, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee ByPxxxxxxx Xxxxxxx Xx: ------------------------------------------ --------------------------- Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANYTHE BANK OF NEW YORK (DELAWARE), as Delaware Trustee By: ------------------------------------------ --------------------------- Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx--------------------------- J. Kendall Huber, Xx as Administrative Xxxxxxx --------------------------- as Administrative Trustee --------------------------------------------- Ray X. Xxxx, Xx --------------------------- as Administrative Trustee --------------------------------------------- Tracxx X. XxxxxCERTIFICATE OF TRUST OF USF&G Capital II THIS CERTIFICATE OF TRUST of USF&G Capital II (the "Trust"), Xx Administrative Trusteedated December 28, 1995, 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. (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. VECTRA BANKING CORPORATION, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON LINCOLN NATIONAL CORPORATION By: ______________________________ Name: Title: BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as Property Trustee By: ------------------------------------------ ______________________________ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANYBANK ONE DELAWARE, INC., as Delaware Trustee By: ------------------------------------------ ______________________________ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx__________________________________ Fxxxxxxxx Xxxxxxxx, Xx as Administrative Trustee --------------------------------------------- Ray X. Xxxx__________________________________ Jxxxx Xxxxxxxxxxx, Xx as Administrative Trustee --------------------------------------------- Tracxx X. XxxxxThis Certificate of Trust of Lincoln National Capital VIII (the “Trust”), Xx Administrative Trusteedated 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. §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. VECTRA BANKING CORPORATIONACE INA HOLDINGS INC., as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON TRUST COMPANYBy: ------------------------------------------- Name: Title: THE FIRST NATIONAL BANK OF CHICAGO, as Property Trustee By: ------------------------------------------ ------------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANYBANK ONE DELAWARE, INC., as Delaware Trustee By: ------------------------------------------ ------------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ------------------------------------------- Xxxxxx X. Xxxx, Xx as Administrative Trustee. ------------------------------------------- Xxxxxxxxxxx X. Xxxxxxxx, as Administrative Trustee --------------------------------------------- Ray X. XxxxEXHIBIT A-1 CERTIFICATE OF TRUST OF ACE CAPITAL TRUST I This Certificate of Trust of ACE Capital Trust I (the "Trust"), Xx Administrative Trustee --------------------------------------------- Tracxx X. Xxxxxdated as of May 19, Xx Administrative Trustee1999, 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. 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. VECTRA BANKING CORPORATIONPARTNERRE FINANCE II INC., JPMORGAN CHASE BANK, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ ____________________________ By:_______________________________ Name: ---------------------------------------- Name: Title: --------------------------------------- WILMINGTON TRUST COMPANYTitle: CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Delaware Trustee ________________________________ Xxxxxx Xxxxxxxxx, By: ------------------------------------------ :_______________________________ as Administrative Trustee Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx________________________________ Xxxxxxxxx Xxxxxx, Xx as Administrative Trustee --------------------------------------------- Ray X. Xxxx, Xx Administrative Trustee --------------------------------------------- Tracxx X. Xxxxx, Xx Administrative TrusteeEXHIBIT 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 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. VECTRA BANKING CORPORATION, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer [SIGNATURE PAGE FOLLOWS] XXXXX FINANCIAL CORPORATION By:___________________________________________ Name: Xxxx Xxxx Title: President WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ :___________________________________________ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ :___________________________________________ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ______________________________________________ Xxxxxx X. XxxxXxxxxxxx, Xx as Administrative Trustee --------------------------------------------- Ray ______________________________________________ Xxxxxxx X. XxxxXxxxxxxx, Xx as Administrative Trustee --------------------------------------------- Tracxx ___________________________________________ Xxxx X. XxxxxXxxxxxxx, Xx as Administrative TrusteeTrustee 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 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. VECTRA BANKING FIRST EMPIRE STATE CORPORATION, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON By:____________________________ Name: Title: BANKERS TRUST COMPANY, as Property Trustee By: ------------------------------------------ :____________________________ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON BANKERS TRUST COMPANY(DELAWARE), as Delaware Trustee and not in its individual capacity By: ------------------------------------------ :____________________________ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. XxxxSubscribed to and Accepted by, Xx Administrative Trustee --------------------------------------------- Ray X. Xxxxas 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"), Xx Administrative Trustee --------------------------------------------- Tracxx X. Xxxxxdated January __, Xx Administrative Trustee1997, 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. 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. VECTRA BANKING CORPORATION, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer [SIGNATURE PAGE FOLLOWS] WINTRUST FINANCIAL CORPORATION By:________________________________________ Name: Title: WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ :________________________________________ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ :________________________________________ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx___________________________________________ Edward J. Wehmer, Xx As Administrative Trustee --------------------------------------------- Ray X. Xxxx___________________________________________ David A. Dykstra, Xx As Administrative Trustee --------------------------------------------- Tracxx X. Xxxxx___________________________________________ Randolph M. Hibben, Xx As Administrative TrusteeXxxxxxx 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 inxxxxxxxx, xx xxusxxxx, 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. VECTRA BANKING CORPORATION, ACCEPTANCE INSURANCE COMPANIES INC. as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON By: -------------------------------- Name: Title: BANKERS TRUST COMPANY, as Property Trustee By: ------------------------------------------ -------------------------------- Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON BANKERS TRUST COMPANY(DELAWARE), as Delaware Trustee and not in its individual capacity By: ------------------------------------------ -------------------------------- Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. XxxxSubscribed to and Accepted by, Xx Administrative Trustee --------------------------------------------- Ray X. Xxxxas the Initial Administrators: -------------------------------- [Name] -------------------------------- [Name] 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 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 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, Xx Administrative Trustee --------------------------------------------- Tracxx X. Xxxxxa statutory business trust formed under the laws of the State of Delaware (the "Issuer Trust"), Xx Administrative 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, as the same may be amended from time to time (the "Trust Agreement") among Acceptance Insurance Companies 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. VECTRA BANKING CORPORATIONAMERICAN COMMUNITY BANCSHARES, as Depositor By ------------------------------------------ Gary INC. AS DEPOSITOR By: /s/ Xxxxx X. Xxxx, Xxesident Xxxxxx ------------------------------- Name: Xxxxx X. Xxxxxx ---------------------------- Title: President and Chief Executive Officer CEO ---------------------------- WILMINGTON TRUST COMPANY, as Property Trustee AS PROPERTY TRUSTEE By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary /s/ Xxxx X. Xxxx, Xx Administrative Trustee --------------------------------------------- Ray X. Xxxx, Xx Administrative Trustee --------------------------------------------- Tracxx X. Xxxxx, Xx Administrative TrusteeSt. 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. VECTRA BANKING CORPORATION[SIGNATURE PAGE FOLLOWS] 61 PROSPERITY BANCSHARES, as Depositor By ------------------------------------------ Gary INC. By: ---------------------------------------- Tracx X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON Xxxxxxx President FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as Property Trustee By: ------------------------------------------ ---------------------------------------- Name: ---------------------------------------- -------------------------------------- Title: --------------------------------------- WILMINGTON ------------------------------------- FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee By: ------------------------------------------ ---------------------------------------- Name: ---------------------------------------- -------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ------------------------------------- ------------------------------------------- Tracx X. XxxxXxxxxxx, Xx Administrative Trustee --------------------------------------------- Ray X. Xxxx------------------------------------------- Davix Xxxxxx, Xx Administrative Trustee --------------------------------------------- Tracxx X. Xxxxx------------------------------------------- Davix Xxxxxxxx, Xx Administrative TrusteeTrustee EXHIBIT A CERTIFICATE OF TRUST OF PROSPERITY CAPITAL TRUST I THIS CERTIFICATE OF TRUST OF Prosperity Capital Trust I (the "Trust"), dated October 13, 1999, is being duly executed and filed by First Union Trust Company, National Association, a national banking association, Tracx X. Xxxxxxx, Xxvix Xxxxxx xxx Davix Xxxxxxxx, xxch 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. VECTRA BANKING CORPORATIONFIRST INTERSTATE BANCSYSTEM, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer INC. By: --------------------------------- Name: ------------------------------- Title: ------------------------------ WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ --------------------------------- Name: ---------------------------------------- ------------------------------- Title: --------------------------------------- ------------------------------ WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ --------------------------------- Name: ---------------------------------------- ------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx, Xx ------------------------------ ------------------------------------ Name: ------------------------------- as Administrative Trustee --------------------------------------------- Ray X. Xxxx, Xx ------------------------------------ Name: ------------------------------- as Administrative Trustee --------------------------------------------- Tracxx X. Xxxxx------------------------------------ Name: ------------------------------- as Administrative Trustee 57 EXHIBIT A CERTIFICATE OF TRUST OF FIB CAPITAL TRUST This Certificate of Trust of FIB Capital Trust (the "Trust") dated _________________,1997, Xx Administrative Trusteeis being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ((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. VECTRA BANKING CORPORATIONTHE HARTFORD FINANCIAL SERVICES GROUP, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON TRUST COMPANYINC. By: ------------------------------ Name: Title: 57 ____________, as Property Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as and Delaware Trustee By: ------------------------------------------ ------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx, Xx By: ------------------------------ as Administrative Trustee --------------------------------------------- Ray X. Xxxx, Xx By: ------------------------------ as Administrative Trustee --------------------------------------------- Tracxx X. XxxxxExhibit A CERTIFICATE OF TRUST OF [_______________] This CERTIFICATE OF TRUST of [______________] (the "Trust"), Xx Administrative Trusteeis being duly executed and filed by the undersigned, as trustee, to form a business trust under the Delaware Business Trust Act (12 Del. 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 THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATION, as Depositor By ------------------------------------------ Gary 52 58 INDEPENDENT BANK CORPORATION By: /s/ Willxxx X. Xxxx, Xxesident Xxxxx -------------------------------------- Name: Willxxx X. Xxxxx Title: Executive Vice President and Chief Executive Financial Officer WILMINGTON STATE STREET BANK AND TRUST COMPANY, COMPANY as Property Trustee By: ------------------------------------------ /s/ Paul X. Xxxxx -------------------------------------- Name: ---------------------------------------- Paul X. Xxxxx Title: --------------------------------------- Vice President WILMINGTON TRUST COMPANY, COMPANY as Delaware Trustee By: ------------------------------------------ /s/ Normx Xxxxx -------------------------------------- Name: ---------------------------------------- Normx Xxxxx Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx, Xx Administrative Trustee --------------------------------------------- Ray X. Xxxx, Xx Administrative Trustee --------------------------------------------- Tracxx X. Xxxxx, Xx Administrative TrusteeVice 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. VECTRA BANKING CORPORATIONMONTPELIER RE HOLDINGS LTD., as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON TRUST COMPANY, By: --------------------------------- Name: Title: XXX XXXX XX XXX XXXX as Property Trustee By: ------------------------------------------ ---------------------------------- Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANYTHE BANK OF NEW YORK (DELAWARE), as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx---------------------------------- ---------------------------------- [ ], Xx as Administrative Trustee --------------------------------------------- Ray X. Xxxx---------------------------------- [ ], Xx as Administrative Trustee --------------------------------------------- Tracxx X. XxxxxEXHIBIT A CERTIFICATE OF TRUST OF MRH CAPITAL TRUST I This Certificate of Trust of MRH Capital Trust I (the "Trust"), Xx Administrative Trusteedated as of January 27, 2004 is being duly executed and filed by the undersigned, as trustees, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. 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. VECTRA BANKING CORPORATION, THIS TRUST AGREEMENT is executed as Depositor By ------------------------------------------ Gary of the date first above written. WISCONSIN ENERGY CORPORATION By: /s/ Xxxxxx X. Xxxx, Xxesident Xxxxx ---------------------------------------- Name: Xxxxxx X. Xxxxx Title: Treasurer and Chief Executive Financial Officer WILMINGTON TRUST COMPANYTHE FIRST NATIONAL BANK OF CHICAGO, as Property Trustee By: ------------------------------------------ /s/ Xxxxx Xxxxxxx ---------------------------------------- Name: ---------------------------------------- Xxxxx Xxxxxxx Title: --------------------------------------- WILMINGTON TRUST COMPANYAssistant Vice President FIRST CHICAGO DELAWARE INC., as Delaware Trustee By: ------------------------------------------ /s/ Xxxxxx X. Xxxxxx ---------------------------------------- Name: ---------------------------------------- Xxxxxx X. Xxxxxx Title: --------------------------------------- --------------------------------------------- Gary Vice President /s/ Xxxxxx X. Xxxx, Xx Administrative Trustee --------------------------------------------- Ray X. Xxxx, Xx Administrative Trustee --------------------------------------------- Tracxx Xxxxx -------------------------------------------- Xxxxxx X. Xxxxx, Xx as Administrative TrusteeTrustee /s/ Xxxxxx X. Xxxxxxx -------------------------------------------- Xxxxxx X. Xxxxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF WEC CAPITAL TRUST 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. VECTRA BANKING CORPORATIONMONTPELIER RE HOLDINGS LTD., as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON TRUST COMPANY, By: ----------------------------------- Name: Title: XXX XXXX XX XXX XXXX as Property Trustee By: ------------------------------------------ ----------------------------------- Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANYTHE BANK OF NEW YORK (DELAWARE), as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx----------------------------------- ----------------------------------- [ ], Xx as Administrative Trustee --------------------------------------------- Ray X. Xxxx----------------------------------- [ ], Xx as Administrative Trustee --------------------------------------------- Tracxx X. XxxxxEXHIBIT A CERTIFICATE OF TRUST OF MRH CAPITAL TRUST II This Certificate of Trust of MRH Capital Trust II (the "Trust"), Xx Administrative Trusteedated as of January 27, 2004 is being duly executed and filed by the undersigned, as trustees, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. 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, 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. VECTRA BANKING CORPORATION, BANK UNITED FINANCIAL CORPORATION as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON TRUST COMPANY, By:_______________________________________ Name:_____________________________________ Title:____________________________________ THE BANK OF NEW YORK as Property Trustee By: ------------------------------------------ :_______________________________________ Name: ---------------------------------------- :_____________________________________ Title: --------------------------------------- WILMINGTON TRUST COMPANY, :____________________________________ THE BANK OF NEW YORK (DELAWARE) as Delaware Trustee By: ------------------------------------------ :_______________________________________ Name:_____________________________________ Title:____________________________________ By:______________________________________ Name: ---------------------------------------- XXXXX XXXXXX -------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx, Xx Administrative Trustee --------------------------------------------- Ray X. Xxxx, Xx Administrative Trustee --------------------------------------------- Tracxx X. Xxxxx, Xx Administrative TrusteeAS 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. VECTRA BANKING CORPORATIONFIRST INTERSTATE BANCSYSTEM, as Depositor By ------------------------------------------ Gary INC. By: /s/ Xxxxxxx X. Xxxx, Xxesident and Chief Executive Officer Xxxxx -------------------------------- Name: Xxxxxxx X. Xxxxx ------------------------------ Title: Senior Vice President ----------------------------- WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ /s/ Xxxxx X. Xxxxxx -------------------------------- Name: ---------------------------------------- Xxxxx X. Xxxxxx ------------------------------ Title: --------------------------------------- Vice President ----------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ /s/ Xxxxx X. Xxxxxx -------------------------------- Name: ---------------------------------------- Xxxxx X. Xxxxxx ------------------------------ Title: --------------------------------------- --------------------------------------------- Gary Vice President ----------------------------- /s/ Xxxxxxx X. Xxxx, Xx Xxxxx ----------------------------------- Name: Xxxxxxx X. Xxxxx as Administrative Trustee --------------------------------------------- Ray /s/ Xxxxxx X. Xxxx, Xx Xxxxx ----------------------------------- Name: Xxxxxx X. Xxxxx as Administrative Trustee --------------------------------------------- Tracxx 57 /s/ Xxxxxxx X. XxxxxXxxxxx ----------------------------------- Name: Xxxxxxx X. Xxxxxx as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF FIB CAPITAL TRUST This Certificate of Trust of FIB Capital Trust (the "Trust") dated _________________,1997, Xx Administrative Trusteeis being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ((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. VECTRA BANKING CORPORATIONCOMMUNITY FIRST BANKSHARES, INC., as Depositor By ------------------------------------------ Gary By: ------------------------------------ Name: Xxxxxx X. Xxxx, Xxesident and Chief Executive Officer Xxxxxxxxx Title: President WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ ------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ ------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary Xxxxxx X. XxxxXxxxxxxxx, Xx As Administrative Trustee --------------------------------------------- Ray --------------------------------------- Xxxx X. XxxxXxxxxxxx, Xx As Administrative Trustee --------------------------------------------- Tracxx --------------------------------------- Xxxxxx X. XxxxxXxxxxx, Xx As Administrative TrusteeTrustee Exhibit A CERTIFICATE OF TRUST OF CFB CAPITAL I This Certificate of Trust of CFB CAPITAL II (the "Trust"), dated October 6, 1997, is being duly executed and filed by Wilmington 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 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. VECTRA BANKING CORPORATIONTHIS TRUST AGREEMENT is executed as of the date first above written. TECO FUNDING COMPANY III, LLC, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON TRUST COMPANYBy: ----------------------------- Name: Title: THE BANK OF NEW YORK, as Property Trustee By: ------------------------------------------ ----------------------------- Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANYTHE BANK OF NEW YORK (DELAWARE), as Delaware Trustee By: ------------------------------------------ ----------------------------- Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. XxxxTECO Energy, Xx Administrative Trustee --------------------------------------------- Ray X. XxxxInc. 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 depositor, Xx Administrative Trustee --------------------------------------------- Tracxx X. Xxxxxtrustee or beneficiary. TECO ENERGY, Xx Administrative TrusteeINC. By: ----------------------------- Name: Title: EXHIBIT A CERTIFICATE OF TRUST OF TECO CAPITAL TRUST III This Certificate of Trust of TECO Capital Trust III (the "Trust"), dated ________, 20__, 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.) (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 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. VECTRA BANKING FIRST EMPIRE STATE CORPORATION, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON By: ----------------------------- Name: Title: BANKERS TRUST COMPANY, as Property Trustee Trustee, and not in its individual capacity By: ------------------------------------------ ----------------------------- Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON BANKERS TRUST COMPANY(DELAWARE), as Delaware Trustee Trustee, and not in its individual capacity By: ------------------------------------------ ----------------------------- Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. XxxxAgreed to and Accepted by, Xx Administrative Trustee --------------------------------------------- Ray X. Xxxx, Xx Administrative Trustee --------------------------------------------- Tracxx X. Xxxxx, Xx Administrative Trustee----------------------------- Name: Title: Administrator ----------------------------- 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 II 8.277% Common Securities (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. VECTRA BANKING CORPORATION, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON By:_____________________________________________ Name:___________________________________________ Title:__________________________________________ FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as Property Trustee By: ------------------------------------------ :_____________________________________________ Name: ---------------------------------------- :___________________________________________ Title: --------------------------------------- WILMINGTON :__________________________________________ FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee By: ------------------------------------------ :_____________________________________________ Name: ---------------------------------------- :___________________________________________ Title: --------------------------------------- --------------------------------------------- Gary :__________________________________________ ________________________________________________ Xxxxxxx X. XxxxXxxxxxxxx, Xx As Administrative Trustee --------------------------------------------- Ray X. Xxxx, Xx Administrative Trustee --------------------------------------------- Tracxx ________________________________________________ Xxxxxxx X. Xxxxx, Xx As Administrative TrusteeTrustee ________________________________________________ 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. 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. VECTRA BANKING CORPORATIONWITHOUT LIMITING THE FOREGOING, as Depositor By ------------------------------------------ Gary X. XxxxBY ACCEPTANCE OF A PREFERRED SECURITY, Xxesident and Chief Executive Officer WILMINGTON 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: ----------------------------------- Its: ---------------------------------- STATE STREET BANK AND TRUST COMPANYCOMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, as Property Trustee By: ------------------------------------------ Name----------------------------------- Its: ---------------------------------------- Title: --------------------------------------- ---------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name----------------------------------- Its: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx, Xx Administrative Trustee --------------------------------------------- Ray X. Xxxx, Xx Administrative Trustee --------------------------------------------- Tracxx ---------------------------------- ----------------------------------------------- Xxxxx X. Xxxxx, Xx as Administrative TrusteeTrustee ----------------------------------------------- Xxxxx X. Xxxxxxxxxx, as Administrative Trustee ----------------------------------------------- Xxxx Xxxxxxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF FIRST PREFERRED CAPITAL TRUST II THIS CERTIFICATE OF TRUST of FIRST PREFERRED CAPITAL TRUST II (the "Trust"), dated as of _________, 2000, 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 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 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. VECTRA BANKING FIRST EMPIRE STATE CORPORATION, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON By:________________________________ Name: Title: BANKERS TRUST COMPANY, as Property Trustee Trustee, and not in its individual capacity By: ------------------------------------------ :________________________________ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON BANKERS TRUST COMPANY(DELAWARE), as Delaware Trustee Trustee, and not in its individual capacity By: ------------------------------------------ :________________________________ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. XxxxAgreed to and Accepted by, Xx Administrative Trustee --------------------------------------------- Ray X. Xxxx, Xx Administrative Trustee --------------------------------------------- Tracxx X. Xxxxx, Xx Administrative Trustee______________________________ Name: Title: Administrator ______________________________ 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 I 8.234% Common Securities (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 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. VECTRA BANKING GOLD BANC CORPORATION, INC. as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON By:_____________________________ Name: Title: BANKERS TRUST COMPANY, as Property Trustee By: ------------------------------------------ :_____________________________ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON BANKERS TRUST COMPANY(DELAWARE), as Delaware Trustee and not in its individual capacity By: ------------------------------------------ :_____________________________ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. XxxxSubscribed to and Accepted by, Xx Administrative Trustee --------------------------------------------- Ray X. Xxxxas 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, Xx Administrative Trustee --------------------------------------------- Tracxx X. Xxxxxa statutory business trust formed under the laws of the State of Delaware (the "Issuer Trust"), Xx Administrative hereby certifies that Gold Banc Corporation, Inc. (the "Holder") is the registered owner of _________ (_____) common securities of the Issuer Trust representing undivided beneficial interests in the assets of 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 ___________ __, 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 THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATION52 SPECTRUM BANCORPORATION, INC., as Depositor By ------------------------------------------ Gary By: ---------------------------------------- Xxxxx X. XxxxXxxxxx, Xxesident Chairman and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ ---------------------------------------- Name: ---------------------------------------- ----------------------------------- Title: --------------------------------------- ---------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ ---------------------------------------- Name: ---------------------------------------- ----------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ---------------------------------- ---------------------------------------- Xxxxxx X. XxxxXxxxxx, Xx as Administrative Trustee --------------------------------------------- Ray ---------------------------------------- Xxxxxx X. XxxxXxxxxxx, Xx as Administrative Trustee --------------------------------------------- Tracxx X. ---------------------------------------- Xxxxx Xxxxx, Xx as Administrative TrusteeTrustee EXHIBIT A CERTIFICATE OF TRUST OF SPECTRUM CAPITAL TRUST II This Certificate of Trust of Spectrum Capital Trust II (the "Trust"), dated January ___, 2001, is being duly executed and filed by Wilmington Trust Company, a Delaware banking corporation, as trustee, 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. VECTRA BANKING CORPORATION, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer [SIGNATURE PAGE FOLLOWS] XXXXX FINANCIAL CORPORATION By:_______________________________________ Name: Xxxx Xxxx Title: President WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ :________________________________________ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ :________________________________________ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary _________________________________________ Xxxxxx X. XxxxXxxxxxxx, Xx as Administrative Trustee --------------------------------------------- Ray _________________________________________ Xxxxxxx X. XxxxXxxxxxxx, Xx as Administrative Trustee --------------------------------------------- Tracxx _________________________________________ Xxxx X. XxxxxXxxxxxxx, Xx as Administrative TrusteeTrustee 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 AMONG THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATIONMETROPOLITAN FINANCIAL CORP., as Depositor By ------------------------------------------ Gary AS DEPOSITOR By:__________________________________ Name: Davix X. Xxxx, Xxesident and Chief Executive Officer Xxxge Title: President WILMINGTON TRUST COMPANY, as Property Trustee 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 ________, 1998, 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 Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. Xxxxprovided above, Xx Administrative Trustee --------------------------------------------- Ray X. Xxxxthe Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, Xx Administrative Trustee --------------------------------------------- Tracxx X. Xxxxxrights, Xx Administrative Trusteeprivileges, 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 the 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 the Holder without charge upon written request to the Trust at its principal place of business or registered office. By receipt and acceptance of this certificate, the Holder agrees to be bound by the Trust Agreement 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 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. VECTRA BANKING FIRST EMPIRE STATE CORPORATION, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON By:____________________________ Name: Title: BANKERS TRUST COMPANY, as Property Trustee and not in its individual capacity By: ------------------------------------------ :____________________________ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON BANKERS TRUST COMPANY(DELAWARE), as Delaware Trustee and not in its individual capacity By: ------------------------------------------ :____________________________ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. XxxxSubscribed to and Accepted by, Xx Administrative Trustee --------------------------------------------- Ray X. Xxxxas 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"), Xx Administrative Trustee --------------------------------------------- Tracxx X. Xxxxxdated January __, Xx Administrative Trustee1997, 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. 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. VECTRA BANKING CORPORATIONCOMMUNITY FIRST BANKSHARES, INC., as Depositor By ------------------------------------------ Gary By: --------------------------------------------------- Name: Xxxxxx X. Xxxx, Xxesident and Chief Executive Officer Xxxxxxxxx Title: President WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ --------------------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ --------------------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ------------------------------------------------------- Xxxxxx X. XxxxXxxxxxxxx, Xx As Administrative Trustee --------------------------------------------- Ray ------------------------------------------------------- Xxxx X. XxxxXxxxxxxx, Xx As Administrative Trustee --------------------------------------------- Tracxx ------------------------------------------------------- Xxxxxx X. XxxxxXxxxxx, Xx As Administrative TrusteeTrustee Exhibit D AGREEMENT AS TO EXPENSES AND LIABILITIES AGREEMENT dated as of __________, 1997, between Community First Bankshares, Inc., a Delaware corporation ("CFB"), and CFB Capital I, a Delaware business trust (the "Trust").

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN AMONG THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATIONSOUTHSIDE BANCSHARES, as Depositor By ------------------------------------------ Gary X. XxxxINC., Xxesident AS DEPOSITOR By: --------------------------------------- Name: --------------------------------- Title: President and Chief Executive Officer U.S. TRUST COMPANY OF TEXAS, N.A., AS PROPERTY TRUSTEE By: --------------------------------------- Name: ------------------------------------ Title: ------------------------------------ WILMINGTON TRUST COMPANY, as Property COMPANY AS DELAWARE TRUSTEE By: --------------------------------------- Name: ------------------------------------ Title: ------------------------------------ By: --------------------------------------- Name: Sam Xxxxxx Title: As Administrative Trustee By: ------------------------------------------ --------------------------------------- Name: ---------------------------------------- Lee X. Xxxxxx Title: --------------------------------------- WILMINGTON As Administrative Trustee FORM OF CERTIFICATE OF TRUST COMPANYOF SOUTHSIDE CAPITAL TRUST I This Certificate of Trust of Southside Capital Trust I (the "Trust") dated April 9, 1998, is being duly executed and filed by the undersigned, as trustees, to form a business trust pursuant to the Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary X. XxxxBusiness Trust Act, Xx Administrative Trustee --------------------------------------------- Ray X. XxxxChapter 38 of Title 12 of the Delaware Code. The undersigned, Xx Administrative Trustee --------------------------------------------- Tracxx X. Xxxxxas trustees, Xx Administrative Trusteedo 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. VECTRA BANKING CORPORATIONINDEPENDENT BANKSHARES, INC., as Depositor By ------------------------------------------ Gary X. XxxxBy: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- U.S. TRUST COMPANY OF TEXAS, Xxesident and Chief Executive Officer WILMINGTON TRUST COMPANYN.A., as Property Trustee By: ------------------------------------------ ---------------------------------------- Name: ---------------------------------------- -------------------------------------- Title: --------------------------------------- ------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ ---------------------------------------- Name: ---------------------------------------- -------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ------------------------------------- ------------------------------------------- Xxxxx X. XxxxXxxxxxxxxx, Xx as Administrative Trustee --------------------------------------------- Ray ------------------------------------------- Xxxxxx X. XxxxXxxxxxxxxx, Xx as Administrative Trustee --------------------------------------------- Tracxx ------------------------------------------- Xxxxxxx X. XxxxxXxxxxxx, Xx as Administrative TrusteeTrustee EXHIBIT A CERTIFICATE OF TRUST OF ----------------------- INDEPENDENT CAPITAL TRUST ------------------------- THIS Certificate of Trust of Independent Capital Trust (the "Trust) is being duly executed and filed by Wilmington Trust Company, a Delaware banking corporation, Xxxxx X. Xxxxxxxxxx and Xxxxxx X. Xxxxxxxxxx, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (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. VECTRA BANKING CORPORATION[SIGNATURE PAGE FOLLOWS] PRIVATEBANCORP, as Depositor By ------------------------------------------ Gary INC. By:___________________________ Name: Xxxxx X. Xxxx, Xxesident and Chief Executive Officer Xxxxxxx Title: President WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ :___________________________ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ :___________________________ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ______________________________ Xxxxx X. Xxxxxxx, as Administrative Trustee ______________________________ Xxxx X. Xxxx, Xx as Administrative Trustee --------------------------------------------- Ray ______________________________ Xxxx X. XxxxX'Xxxxx, Xx as Administrative Trustee --------------------------------------------- Tracxx 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. XxxxxXxxxxxx, Xx Administrative TrusteeXxxx 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 THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATIONPUBLIC SERVICE ENTERPRISE FIRST UNION NATIONAL BANK, as GROUP INCORPORATED, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ By: ------------------------------ ------------------------------ Name: ---------------------------------------- Morton A. Plawner Name: Frank Gallagher Title: --------------------------------------- WILMINGTON TRUST COMPANYXxxxxxxxx Title: Xxxx Xxxxxxxxx Morton A. Plawner, FIRST UNION BANK OF DELXXXXX, xx Xxxxxxxtrative Trustee as Delaware Trustee By: ------------------------------------------ ------------------------- ----------------------------- Name: ---------------------------------------- Frank Gallagher Title: --------------------------------------- --------------------------------------------- Gary X. XxxxXxxx Xxxxxxxxx EXHIBIT A CERTIFICATE OF TRUST OF 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 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 , Xx Administrative Trustee --------------------------------------------- Ray X. Xxxxa statutory business trust created under the laws of the State of Delaware (the "Trust"), Xx Administrative Trustee --------------------------------------------- Tracxx X. Xxxxxhereby 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, Xx Administrative Trusteerights, 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, 1998 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 bound by the Trust Agreement and is entitled to the benefits 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. VECTRA BANKING CORPORATION, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident LINCOLN NATIONAL CORPORATION By: /s/ Fxxxxxxxx Xxxxxxxx Name: Fxxxxxxxx Xxxxxxxx Title: Vice President and Chief Executive Officer WILMINGTON Treasurer BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION as Property Trustee By: ------------------------------------------ /s/ Jxxxxx Xxx Xxxxxxx Name: ---------------------------------------- Jxxxxx Xxx Xxxxxxx Title: --------------------------------------- WILMINGTON TRUST COMPANY, Vice President BANK ONE DELAWARE INC. as Delaware Trustee By: ------------------------------------------ /s/ Mxxxx X. Xxxx Name: ---------------------------------------- Mxxxx X. Xxxx Title: --------------------------------------- --------------------------------------------- Gary X. Xxxx, Xx Vice President /s/ Fxxxxxxxx Xxxxxxxx Fxxxxxxxx Xxxxxxxx Administrative Trustee --------------------------------------------- Ray X. Xxxx, Xx /s/ Jxxxx Xxxxxxxxxxx Jxxxx Xxxxxxxxxxx Administrative Trustee --------------------------------------------- Tracxx X. XxxxxThis Certificate of Trust of Lincoln National Capital VI (the “Trust”), Xx Administrative Trusteedated April 20, 1998, 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. §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. VECTRA BANKING CORPORATION, as Depositor By ------------------------------------------ Gary X. Xxxx, Xxesident and Chief Executive Officer [SIGNATURE PAGE FOLLOWS] WINTRUST FINANCIAL CORPORATION By: ---------------------------------------- Name: Title: WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ ---------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ ---------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ------------------------------------------- Xxxxxx X. XxxxXxxxxx, Xx As Administrative Trustee --------------------------------------------- Ray ------------------------------------------- Xxxxx X. XxxxXxxxxxx, Xx As Administrative Trustee --------------------------------------------- Tracxx ------------------------------------------- Xxxxx X. XxxxxXxxxxx, Xx As Administrative TrusteeTrustee EXHIBIT A CERTIFICATE OF TRUST OF WINTRUST CAPITAL TRUST II THIS CERTIFICATE OF TRUST OF Wintrust Capital Trust II (the "Trust") is being duly executed and filed by Wilmington 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").