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. WITHOUT LIMITING THE FOREGOING, BY ACCEPTANCE OF A TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST 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. WITHOUT LIMITING THE FOREGOINGOWENX XXXNING By: ---------------------------------- Name: Title: WILMINGTON TRUST COMPANY, BY ACCEPTANCE as Property Trustee By: ---------------------------------- Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By: ---------------------------------- Name: Title: -------------------------- [INSERT NAME OF A TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURES.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. WITHOUT LIMITING THE FOREGOINGDEPOSITOR, THE TRUST AND EACH HOLDER AND BENEFICIAL OWNER OF A PREFERRED SECURITY (BY ITS ACCEPTANCE OF A TRUST PREFERRED SECURITY, EACH HOLDER THEREOF AN INTEREST THEREIN) SHALL BE DEEMED TO HAVE AGREED TO TREAT, TREAT THE NOTES AS INDEBTEDNESS FOR ALL UNITED STATES FEDERAL INCOME U.S. TAX AND FINANCIAL ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY PURPOSES AND THE TRUST PREFERRED SECURITIES SECURITY AS EVIDENCING EVIDENCE OF AN UNDIVIDED PREFERRED INDIRECT BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESNOTES.

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. WITHOUT LIMITING EACH OF THE FOREGOINGDEPOSITOR, ADMINISTRATIVE TRUSTEES AND TRUSTEES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY ACCEPTANCE APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF A OR RELATING TO THIS TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSESAGREEMENT, THE DEBENTURES AS INDEBTEDNESS TRUST SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY. LINCOLN NATIONAL CORPORATION By: Name: Title: THE BANK OF THE COMPANY AND THE NEW YORK MELLON, as Property Trustee By: Name: Title: BNY MELLON TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESOF DELAWARE, as Delaware Trustee By: Name: Title: Xxxxxxxxx Xxxxxxxx, as Administrative Trustee Xxxxx Xxxxxxxxxxx, as Administrative Trustee EXHIBIT A RESTATED CERTIFICATE OF TRUST OF LINCOLN NATIONAL CAPITAL VII This Restated Certificate of Trust of Lincoln National Capital VII (the “Trust’) is being duly executed and filed by the undersigned, as trustee, to amend and restate the original Certificate of Trust of the Trust which was filed on March 18, 2002 (the “Original Certificate of Trust”) with the Secretary of the State of Delaware under the Delaware Statutory Trust Act (12 Delaware Code § 3801 et seq.) (the “Act”). The Original Certificate of Trust is hereby amended and restated in its entirety to read 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. WITHOUT LIMITING EACH OF THE FOREGOINGDEPOSITOR, ADMINISTRATIVE TRUSTEES AND TRUSTEES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY ACCEPTANCE APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF A OR RELATING TO THIS TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSESAGREEMENT, THE DEBENTURES AS INDEBTEDNESS TRUST SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY. LINCOLN NATIONAL CORPORATION By: Name: Title: THE BANK OF THE COMPANY AND THE NEW YORK MELLON, as Property Trustee By: Name: Title: BNY MELLON TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESOF DELAWARE, as Delaware Trustee By: Name: Title: Xxxxxxxxx Xxxxxxxx, as Administrative Trustee Xxxxx Xxxxxxxxxxx, as Administrative Trustee EXHIBIT A RESTATED CERTIFICATE OF TRUST OF LINCOLN NATIONAL CAPITAL IX This Restated Certificate of Trust of Lincoln National Capital IX (the “Trust’) is being duly executed and filed by the undersigned, as trustee, to amend and restate the original Certificate of Trust of the Trust which was filed on March 18, 2002 (the “Original Certificate of Trust”) with the Secretary of the State of Delaware under the Delaware Statutory Trust Act (12 Delaware Code § 3801 et seq.) (the “Act”). The Original Certificate of Trust is hereby amended and restated in its entirety to read 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 BENEFICIAL OWNER (INCLUDING THE ACCEPTANCE OF ANY BENEFICIAL OWNERDISTRIBUTION ON OR AFTER THE DATE HEREOF), 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. WITHOUT LIMITING THE FOREGOING, BY ACCEPTANCE OF A TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST 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. WITHOUT LIMITING THE FOREGOINGPUBLIC SERVICE ENTERPRISE GROUP INCORPORATED, BY ACCEPTANCE as Depositor By: -------------------------- Name: Title: FIRST UNION NATIONAL BANK, as Property Trustee By: -------------------------- Name: Title: FIRST UNION BANK OF DELAWARE, as Delaware Trustee By: -------------------------- Name: Title: Fred F. Saunders, as Administrative Trustee ----------------------------- EXHIBIT A CERTIFICATE OF TRUST PREFERRED SECURITYOF ENTERPRISE CAPITAL TRUST I THIS CERTIFICATE OF TRUST of Enterprise Capital Trust I (the "Trust"), EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREATdated as of December 22, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES1997 is being duly executed and filed by the undersigned, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESas 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 AMONG THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING THE FOREGOINGAPPALACHIAN BANCSHARES, BY ACCEPTANCE INC. AS DEPOSITOR By: ------------------------------------ Name: Title: WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE By: ------------------------------------ Name: Title: --------------------------------------- Name: Alan Xxx Title: As Administrative Trustee --------------------------------------- Name: Kent X. Xxxxxxx Title: As Administrative Trustee EXHIBIT A CERTIFICATE OF A TRUST PREFERRED SECURITYOF APAB CAPITAL TRUST I THIS Certificate of Trust of APAB Capital Trust I (the "Trust") is being duly executed and filed by the undersigned, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREATas trustee, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSESto form a business trust under the Delaware Business Trust Act (12 Del. C ss.3801, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESet 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. WITHOUT LIMITING THE FOREGOINGAIR T, BY ACCEPTANCE INC., as Depositor By: Name: Title: DELAWARE TRUST COMPANY as Property Trustee By: Name: Title: DELAWARE TRUST COMPANY as Delaware Trustee By: Name: Title: Xxxxx Xxxxxxxx, As Administrative Trustee Xxxx Xxxxx, As Administrative Trustee Exhibit A CERTIFICATE OF A TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL OF AIR T FUNDING [TO BE DEEMED PROVIDED] Exhibit B CERTIFICATE DEPOSITARY AGREEMENT [TO HAVE AGREED BE PROVIDED] Exhibit C FORM OF COMMON SECURITIES CERTIFICATE [TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX BE PROVIDED] Exhibit D AGREEMENT AS TO EXPENSES AND FINANCIAL ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED LIABILITIES [TO BE PROVIDED] Exhibit E CERTIFICATE EVIDENCING CAPITAL SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURES.[TO BE PROVIDED]

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. WITHOUT LIMITING EACH OF THE FOREGOINGDEPOSITOR, ADMINISTRATIVE TRUSTEES AND TRUSTEES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY ACCEPTANCE APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF A OR RELATING TO THIS TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSESAGREEMENT, THE DEBENTURES AS INDEBTEDNESS TRUST SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY. METRO BANCORP, INC. By:_______________________ Name: Title: WILMINGTON TRUST COMPANY, as Property Trustee By:________________________ Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By:________________________ Name: Title _____, as Administrative Trustee _____, as Administrative Trustee EXHIBIT A CERTIFICATE OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESOF METRO CAPITAL TRUST This Certificate of Trust of Metro Capital Trust ___ (the “Trust’) is being duly executed and filed by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Delaware Code § 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. WITHOUT LIMITING EACH OF THE FOREGOINGDEPOSITOR, ADMINISTRATIVE TRUSTEES AND TRUSTEES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY ACCEPTANCE APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF A OR RELATING TO THIS TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSESAGREEMENT, THE DEBENTURES AS INDEBTEDNESS TRUST SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY. LINCOLN NATIONAL CORPORATION By: Name: Title: THE BANK OF THE COMPANY AND THE NEW YORK MELLON, as Property Trustee By: Name: Title: BNY MELLON TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESOF DELAWARE, as Delaware Trustee By: Name: Title: Xxxxxxxxx Xxxxxxxx, as Administrative Trustee Xxxxx Xxxxxxxxxxx, as Administrative Trustee EXHIBIT A RESTATED CERTIFICATE OF TRUST OF LINCOLN NATIONAL CAPITAL VIII This Restated Certificate of Trust of Lincoln National Capital VIII (the “Trust’) is being duly executed and filed by the undersigned, as trustee, to amend and restate the original Certificate of Trust of the Trust which was filed on March 18, 2002 (the “Original Certificate of Trust”) with the Secretary of the State of Delaware under the Delaware Statutory Trust Act (12 Delaware Code § 3801 et seq.) (the “Act”). The Original Certificate of Trust is hereby amended and restated in its entirety to read 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. WITHOUT LIMITING THE FOREGOINGAIR T, BY ACCEPTANCE INC., as Depositor By: Name: Title: DELAWARE TRUST COMPANY as Property Trustee By: Name: Title: DELAWARE TRUST COMPANY as Delaware Trustee By: Name: Title: ___________, As Administrative Trustee ___________, As Administrative Trustee Exhibit A CERTIFICATE OF A TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL OF AIR T FUNDING [TO BE DEEMED PROVIDED] Exhibit B CERTIFICATE DEPOSITARY AGREEMENT [TO HAVE AGREED BE PROVIDED] Exhibit C FORM OF COMMON SECURITIES CERTIFICATE [TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX BE PROVIDED] Exhibit D AGREEMENT AS TO EXPENSES AND FINANCIAL ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED LIABILITIES [TO BE PROVIDED] Exhibit E CERTIFICATE EVIDENCING CAPITAL SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURES.[TO BE PROVIDED]