Common use of ACCEPTANCE OF TERMS OF TRUST AGREEMENT 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. SOUTH JERSEY GAS COMPANY, as Depositor, by _______________________________ Name: Title: THE BANK OF NEW YORK, as Property Trustee, by _______________________________ Name: Title: THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, by _______________________________ Name: Title: _______________________________ as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG CAPITAL TRUST THIS CERTIFICATE OF TRUST of SJG Capital Trust (the "Trust"), dated February [ ], 1997, 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. Sec. 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. SOUTH JERSEY GAS STIFEL FINANCIAL CORP. By --------------------------------------------- Name: ------------------------------------------ Title: ----------------------------------------- -----------------------------------------, as Property Trustee By --------------------------------------------- Name: ------------------------------------------ Title: ----------------------------------------- WILMINGTON TRUST COMPANY, as Depositor, by _______________________________ Delaware Trustee By --------------------------------------------- Name: ------------------------------------------ Title: THE BANK OF NEW YORK, as Property Trustee, by _______________________________ Name: Title: THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, by _______________________________ Name: Title: _______________________________ as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG CAPITAL TRUST THIS CERTIFICATE OF TRUST of SJG Capital Trust (the "Trust"), dated February [ ], 1997, 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. Sec. 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. SOUTH JERSEY GAS COMPANY[SIGNATURE PAGE FOLLOWS] SOUTHERN COMMUNITY FINANCIAL CORPORATION, as Depositor, by AS DEPOSITOR By: ________________________________________ Name: F. Xxxxx Xxxxx Title: THE BANK OF NEW YORKPresident and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee, by AS PROPERTY TRUSTEE By _________________________________________ Name: ______________________________________ Title: THE BANK OF NEW YORK (DELAWARE)_____________________________________ WILMINGTON TRUST COMPANY, as Delaware Trustee, by AS DELAWARE TRUSTEE By _________________________________________ Name: ______________________________________ Title: _____________________________________ as ADMINISTRATIVE TRUSTEES ____________________________________________ Name: F. Xxxxx Xxxxx Title: As Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG CAPITAL TRUST THIS CERTIFICATE OF TRUST of SJG Capital Trust (the "Trust"), dated February [ ], 1997, 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. Sec. 3801 et seq.).____________________________________________ Name: Xxxxxxx Xxxx Title: As Administrative Trustee ____________________________________________ Name: Xxxx X. Xxxxx Title: As Administrative Trustee

ACCEPTANCE OF TERMS OF TRUST AGREEMENT. GUARANTEE AND ----------------------------------------------------- INDENTURE. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST ---------- THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. SOUTH JERSEY GAS COMPANY, as Depositor, by NEVADA POWER COMPANY By: ____________________________________ Name: ____________________________________ Title: THE ____________________________________ IBJ XXXXXXXX BANK OF NEW YORK, & TRUST COMPANY as Property Trustee, by Trustee By: ____________________________________ Name: ____________________________________ Title: THE BANK OF NEW YORK (DELAWARE)____________________________________ DELAWARE TRUST CAPITAL MANAGEMENT, INC., as Delaware Trustee, by Trustee By: ____________________________________ Name: ____________________________________ Title: ____________________________________ ______________________________________________ Xxxxxxx X. Xxxxxxxx, as Administrative Trustee ______________________________________________ Xxxxxxx X. Xxxxxxx, Xx., as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG NVP CAPITAL TRUST THIS CERTIFICATE OF TRUST of SJG Capital Trust (the "Trust"), dated February [ ], 1997, 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. Sec. 3801 et seq.).I

ACCEPTANCE OF TERMS OF TRUST AGREEMENT. GUARANTEE AND ----------------------------------------------------- INDENTURE. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST ---------- THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. SOUTH JERSEY GAS COMPANY, as Depositor, by _______________________________ SIERRA PACIFIC RESOURCES By: ---------------------------------- Name: Title: THE BANK OF NEW YORK, as Property Trustee, by _______________________________ Trustee By: ---------------------------------- Name: Title: THE BANK OF NEW YORK (DELAWARE), as Delaware TrusteeTrustee By: ---------------------------------- Name: Title: ------------------------------------- [ ], by _________________as Administrative Trustee ------------------------------------- Xxxxxxx X. Xxxxxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SIERRA PACIFIC RESOURCES CAPITAL TRUST I THIS Certificate of Trust of Sierra Pacific Resources Capital Trust I (the "Trust"), dated as of ______________ Name: Title: _______________________________ as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG CAPITAL TRUST THIS CERTIFICATE OF TRUST of SJG Capital Trust (the "Trust"), dated February [ ], 19971999, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. DEL. C. Secss. 3801 et seq3801, 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. SOUTH JERSEY GAS COMPANYPARTNERRE FINANCE II INC., JPMORGAN CHASE BANK, as DepositorDepositor as Property Trustee By: __________________________ By: _________________________ Name: Name: Title: Title: CHASE MANHATTAN BANK USA, by _NATIONAL ASSOCIATION, as Delaware Trustee ______________________________ NameBy: Title: THE BANK OF NEW YORK, as Property Trustee, by _______________________________ Xxxxxx Xxxxxxxxx, Name: Title: THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, by _______________________________ Name: Administrative Trustee Title: _______________________________ Xxxxxxxxx Xxxxxx, as Administrative Trustee EXHIBIT A --------- CERTIFICATE OF TRUST OF SJG PARTNERRE CAPITAL TRUST THIS CERTIFICATE OF TRUST of SJG Capital Trust (the "Trust"), dated February [ ], 1997, 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. Sec. 3801 et seq.).II

ACCEPTANCE OF TERMS OF TRUST AGREEMENT. GUARANTEE AND Guarantee and ----------------------------------------------------- INDENTUREIndenture. ---------- 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. SOUTH JERSEY GAS COMPANY, THIS TRUST AGREEMENT is executed as Depositor, by of the date first above written. WISCONSIN ENERGY CORPORATION By: _____________________________________ Name: Title: THE FIRST NATIONAL BANK OF NEW YORKCHICAGO, as Property Trustee, by Trustee By: _____________________________________ Name: Title: THE BANK OF NEW YORK (DELAWARE)FIRST CHICAGO DELAWARE INC., as Delaware Trustee, by Trustee By: _____________________________________ Name: Title: _________________________________________ Xxxxxx X. Xxxxx, as Administrative Trustee _________________________________________ Xxxxxx X. Xxxxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG WEC CAPITAL TRUST THIS CERTIFICATE OF TRUST of SJG Capital Trust (the "Trust"), dated February [ ], 1997, 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. Sec. 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. SOUTH JERSEY GAS COMPANYPARTNERRE FINANCE I INC., THE CHASE MANHATTAN BANK, as Depositor, by Depositor as Property Trustee By: _________________________ By: _____________________________ Name: Name: Title: THE Title: CHASE MANHATTAN BANK OF NEW YORKUSA, NATIONAL ASSOCIATION, as Property Trustee, by __Delaware Trustee _____________________________ NameBy: Title: THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, by _______________________________ Xxxxxx Xxxxxxxxx, Name: as Administrative Trustee Title: _______________________________ Xxxxxxxxx Xxxxxx, as Administrative Trustee EXHIBIT A XXXXXXX X-0 ----------- CERTIFICATE OF TRUST OF SJG CAPITAL TRUST THIS CERTIFICATE OF TRUST of SJG PARTNERRe Capital Trust (the "Trust"), dated February [ ], 1997, 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. Sec. 3801 et seq.).I

ACCEPTANCE OF TERMS OF TRUST AGREEMENT. GUARANTEE AND ----------------------------------------------------- INDENTUREGuarantee 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 [Signature Page Next] THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. SOUTH JERSEY GAS COMPANYThe PMI Group, as Depositor, by _______________________________ Inc. By: -------------------------------- Name: W. Xxxxx Xxxxxxxx Title: THE BANK OF NEW YORKPresident and Chief Executive Officer By: /s/ Xxxx X. Xxxxxxxx -------------------------------- Name: Xxxx X. Xxxxxxxx Title: Executive Vice President The Bank Of New York, as Property Trustee, by _______________________________ Trustee By: /s/ Xxxxxx Xxxxxxx -------------------------------- Name: Xxxxxx Xxxxxxx Title: THE BANK OF NEW YORK Assistant Vice President The Bank Of New York (DELAWAREDelaware), as Delaware Trustee, by _______________________________ Trustee By: /s/ Xxxx Xxxx Xxxxxxxxx -------------------------------- Name: Xxxx Xxxx Xxxxxxxxx Title: _______________________________ as Administrative Trustee Authorized Signatory EXHIBIT A CERTIFICATE OF TRUST OF SJG PMI CAPITAL TRUST THIS CERTIFICATE OF TRUST I [See Attached] State of SJG Capital Trust (Delaware PAGE 1 Office of the "Trust"), dated February [ ], 1997, 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. Sec. 3801 et seq.).Secretary of State --------------------------------

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. SOUTH JERSEY GAS COMPANY50 REPUBLIC BANCSHARES, INC., as Depositor, by Depositor By: ________________________________ Name: John X. Xxxxxxxx Title: THE BANK OF NEW YORKChairman of the Board and Chief Executive WILMINGTON TRUST COMPANY, as Property Trustee, by Trustee and Delaware Trustee By: _______________________________ Name: Title: THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, by _______________________________ Name: Title: ________________________________ as John X. Xxxxxxxx, xx Administrative Trustee ________________________________ Willxxx X. Xxxxxxx, xx Administrative Trustee __________________________________ Chrixxxxxxx X. Xxxxxx, xx Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG EXHIBIT B EXHIBIT C Certificate Number Number of Preferred Securities P- CUSIP NO. ___________ Certificate Evidencing Preferred Securities of RBI Capital Trust I % Cumulative Trust Preferred Securities (Liquidation Amount $25 per Preferred Security) RBI CAPITAL TRUST THIS CERTIFICATE OF TRUST I, a statutory business trust created under the laws of SJG Capital Trust the State of Delaware (the "Trust"), hereby certifies that ______________ (the "Holder") is the registered owner of ____ preferred securities of the Trust representing undivided beneficial interests in the assets of the Trust and designated the ____ % Cumulative Trust Preferred Securities (Liquidation Amount $25 per Preferred Security) (the "Preferred Securities"). The Preferred Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 504 of the Trust Agreement. The designations, rights, privileges, restrictions, preferences, and other terms and provisions of the Preferred Securities are set forth in, and this certificate and the Preferred 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 February [ ]as of __________, 1997, as the same may be amended from time to time (the "Trust Agreement"), including the designation of the terms of Preferred Securities as set forth therein. The Holder is being duly executed entitled to the benefits of the Preferred Securities Guarantee Agreement entered into by Republic Bancshares, Inc., a Florida corporation, and filed Wilmington Trust Company, as guarantee trustee, dated as of ___________, 1997 (the "Guarantee"), to the extent provided herein. The Trust shall furnish a copy of the Trust Agreement and the Guarantee 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 undersigned, as trustees, Trust Agreement and is entitled to form a business trust under the Delaware Business Trust Act (12 Del. C. Sec. 3801 et seqbenefits thereunder.).

ACCEPTANCE OF TERMS OF TRUST AGREEMENT. GUARANTEE AND ----------------------------------------------------- INDENTURE. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST ---------- THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. SOUTH JERSEY GAS COMPANYPARTNERRE LTD., THE CHASE MANHATTAN BANK, as Depositor, by Depositor as Property Trustee By:__________________________ By:_____________________________ Name: Name: Title: THE Title: CHASE MANHATTAN BANK OF NEW YORKUSA, NATIONAL ASSOCIATION, as Property Trustee, by __Delaware Trustee _____________________________ Name: Title: THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, by __By:_____________________________ Xxxxxx Xxxxxxxxx, Name: as Administrative Trustee Title: _______________________________ Xxxxxxxxx Xxxxxx, as Administrative Trustee EXHIBIT A --------- CERTIFICATE OF TRUST OF SJG CAPITAL TRUST THIS CERTIFICATE OF TRUST of SJG PARTNERRe Capital Trust (the "Trust"), dated February [ ], 1997, 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. Sec. 3801 et seq.).I

ACCEPTANCE OF TERMS OF TRUST AGREEMENT. GUARANTEE AND ----------------------------------------------------- INDENTURE. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST ---------- THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. SOUTH JERSEY GAS COMPANYLincoln National Corporation By: /s/ Xxxxxxx X. Xxxxxxx --------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer The First National Bank of Chicago as Property Trustee By: /s/ Xxxx X. Xxxxxxxxxxx --------------------------------- Name: Xxxx X. Xxxxxxxxxxx Title: Vice President First Chicago Delaware Inc. as Delaware Trustee By: /s/ Xxxx X. Xxxxxxxxxxx --------------------------------- Name: Xxxx X. Xxxxxxxxxxx Title: Vice President /s/ Xxxxx Xxxxxx --------------------------------- Xxxxx Xxxxxx, as DepositorAdministrative Trustee /s/ Xxxxxxx X. Xxxxxxx --------------------------------- Xxxxxxx X. Xxxxxxx, by _______________________________ Name: Title: THE BANK OF NEW YORK, as Property Trustee, by _______________________________ Name: Title: THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, by _______________________________ Name: Title: _______________________________ as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG LINCOLN NATIONAL CAPITAL TRUST THIS CERTIFICATE OF TRUST III This Certificate of SJG Trust of Lincoln National Capital Trust III (the "Trust"), dated February [ ]May 20, 19971996, 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. Sec. 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. SOUTH JERSEY GAS COMPANY50 55 MERCANTILE BANK CORPORATION, as Depositor, by Depositor By: ________________________________ Name: ________________________________ Title: THE BANK OF NEW YORK________________________________ WILMINGTON TRUST COMPANY, as Property Trustee, by Trustee By: ________________________________ Name: ________________________________ Title: THE BANK OF NEW YORK (DELAWARE)________________________________ WILMINGTON TRUST COMPANY, as Delaware Trustee, by Trustee By: ___________________________________________________ Name: ___________________________________________________ Title: ___________________________________________________ By: ___________________________________________________ Geraxx X. Xxxxxxx, Xx., xx Administrative Trustee By: ___________________________________________________ Michxxx X. Xxxxx, xx Administrative Trustee By: ___________________________________________________ Charxxx X. Xxxistmas, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG MBWM CAPITAL TRUST THIS CERTIFICATE OF TRUST I This Certificate of SJG Trust of MBWM Capital Trust I (the "Trust"), dated February [ ]July 23, 19971999, 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. Sec. Section 3801 et seq.) (the "Act").

ACCEPTANCE OF TERMS OF TRUST AGREEMENT. GUARANTEE AND ----------------------------------------------------- INDENTUREGuarantee 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. SOUTH JERSEY GAS COMPANY, as Depositor, by _______________________________ OWENX XXXNING By: ---------------------------- Name: Title: THE BANK OF NEW YORKWILMINGTON TRUST COMPANY, as Property Trustee, by _______________________________ Trustee By: ---------------------------- Name: Title: THE BANK OF NEW YORK (DELAWARE)WILMINGTON TRUST COMPANY, as Delaware Trustee, by _______________________________ Trustee By: ---------------------------- Name: Title: _______________________________ [INSERT NAME OF ADMINISTRATIVE TRUSTEE], as Administrative Trustee ---------------------------- [INSERT NAME OF ADMINISTRATIVE TRUSTEE], as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG OWENX XXXNING CAPITAL TRUST III THIS CERTIFICATE OF TRUST of SJG Owenx Xxxning Capital Trust III (the "Trust"), dated February [ ]_______ __, 1997, 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. Sec. (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. SOUTH JERSEY GAS COMPANY, as Depositor, by NEVADA POWER COMPANY By: ____________________________________ Name: ____________________________________ Title: THE BANK OF NEW YORK, ____________________________________ IBJ Xxxxxxxx Bank & Trust Company as Property Trustee, by Trustee By: ____________________________________ Name: ____________________________________ Title: THE BANK OF NEW YORK (DELAWARE)____________________________________ Delaware Trust Capital Management, Inc. as Delaware Trustee, by Trustee By: ____________________________________ Name: ____________________________________ Title: ____________________________________ By: ____________________________________ Xxxxxxx Xxxxxxxx as Administrative Trustee By: ____________________________________ Xxxxxxx X. Xxxxxxx, Xx. as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG NVP CAPITAL TRUST I THIS CERTIFICATE OF TRUST Certificate of SJG Trust of NVP Capital Trust I (the "Trust"), dated February [ ]as of __________, 1997, is being duly executed and filed by the undersigned_______________, a ________ banking corporation, as trusteestrustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. Sec. Section 3801 et seq.).

ACCEPTANCE OF TERMS OF TRUST AGREEMENT. GUARANTEE AND Guarantee and ----------------------------------------------------- INDENTUREIndenture. --------- 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. SOUTH JERSEY GAS THE HARTFORD FINANCIAL SERVICES GROUP, INC. By: /s/ J. RICHARD GARRETT --------------------------------------------- Name: J. Richard Garrett Title: Senior Vicx Xxxxxxxxx xxx Treasurer WILMINGTON TRUST COMPANY, as Depositor, by _______________________________ Property Trustee and Delaware Trustee By: /s/ MARY C. ST. AMAND --------------------------------------------- Name: Mary C. St. Amand Title: THE BANK OF NEW YORK, Assistanx Xxxx President By: /s/ DAVID M. JOHNSON --------------------------------------------- David M. Johnson as Property Trustee, by _______________________________ NameAdministrativx Xxxxxxx By: Title: THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, by _______________________________ Name: Title: _______________________________ /s/ J. RICHARD GARRETT --------------------------------------------- J. Richard Garrett as Administrative Trustee Xxxxxxx EXHIBIT A CERTIFICATE OF TRUST OF SJG HARTFORD CAPITAL TRUST III THIS CERTIFICATE OF TRUST of SJG Hartford Capital Trust III (the "Trust"), dated February [ ]October 25, 19971995, 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. Sec. (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. SOUTH JERSEY GAS COMPANY, as Depositor, by XXXXX FINANCIAL CORPORATION By:__________________________________________ Name: Title: THE STATE STREET BANK OF NEW YORKAND TRUST COMPANY, as Property Trustee, by Trustee By:__________________________________________ Name: Title: THE BANK OF NEW YORK (DELAWARE)WILMINGTON TRUST COMPANY, as Delaware Trustee, by Trustee By:__________________________________________ Name: Title: ______________________________________________ as Xxxxxxx X. Xxxxx, As Administrative Trustee ______________________________________________ Xxxxx X. Xxxxxx, As Administrative Trustee ______________________________________________ Xxxxxxx X. Xxxxxxxx, As Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG CAPITAL TRUST IFC Capital Trust I THIS CERTIFICATE OF TRUST of SJG OF IFC Capital Trust I (the "Trust"), dated February [ ]December 20, 19971996, is being duly executed and filed by the undersignedWilmington Trust Company, a Delaware banking corporation, Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxxx, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Sec. 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. SOUTH JERSEY GAS LINCOLN NATIONAL CORPORATION By: /s/ John L. Steinkamp -------------------------------------- Name: John L. Steinkamp Title: Xxxx Xxxxxxxxt BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION as Depositor, by _______________________________ Property Trustee By: /s/ Janice Ott Rotunno ------------------------------------ Name: Janice Ott Rotunno Titlx: Xxxx Xxxxxxxxt and Assistant Secretary BANK ONE DELAWARE INC. as Delaware Trustee By: /s/ L. Dillard ------------------------------------ Name: L. Dillard Title: THE BANK OF NEW YORK, as Property Trustee, by _______________________________ Name: Title: THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, by _______________________________ Name: Title: _______________________________ as Vicx Xxxxxxxxt /s/ Frederick Crawford ----------------------------------------- Frederick Crawford Administrativx Xxxxxxx /s/ James Cruickshank ----------------------------------------- James Cruickshank Administrative Trustee Xxxxxxx EXHIBIT A CERTIFICATE OF TRUST OF SJG LINCOLN NATIONAL CAPITAL TRUST THIS CERTIFICATE OF TRUST V This Certificate of SJG Trust of Lincoln National Capital Trust V (the "Trust"), dated February [ ]April 20, 19971998, 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. Sec. 3801 ss.3801 et seq.).

ACCEPTANCE OF TERMS OF TRUST AGREEMENT. GUARANTEE AND Guarantee and ----------------------------------------------------- INDENTUREIndenture. --------- 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. SOUTH JERSEY GAS [SIGNATURE PAGE FOLLOWS] This Amended and Restated Trust Agreement is executed as of the day and year first above written. PARADIGM BANCORPORATION, INC. By: /s/ Xxxxx X. Xxxxxx ----------------------------- Xxxxx X. Xxxxxx President FIRST UNION TRUST COMPANY, as Depositor, by _______________________________ Name: Title: THE BANK OF NEW YORKNATIONAL ASSOCIATION, as Property TrusteeTrustee By: /s/ Xxxxxx X. Xxxxxx, by _______________________________ Name: Title: THE BANK OF NEW YORK (DELAWARE)Xx. ----------------------------- Xxxxxx X. Xxxxxx, Xx. Vice President FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as Delaware TrusteeTrustee By: /s/ Xxxxxx X. Xxxxxx, by _______________________________ Name: Title: _______________________________ as Xx. ----------------------------- Xxxxxx X. Xxxxxx, Xx. Vice President /s/ Xxxxxxx X. Xxxxx M.D. ---------------------------------- Xxxxxxx X. Xxxxx, M.D., As Administrative Trustee /s/ Xxxxx X. Xxxxxx ---------------------------------- Xxxxx X. Xxxxxx, As Administrative Trustee /s/ Xxx X. Xxxxxx, Xx. ---------------------------------- Xxx X. Xxxxxx, Xx., As Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG PARADIGM CAPITAL TRUST THIS CERTIFICATE OF TRUST of SJG Capital Trust (the "Trust"), dated February [ ], 1997, 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. Sec. 3801 et seq.).I

ACCEPTANCE OF TERMS OF TRUST AGREEMENT. GUARANTEE AND ----------------------------------------------------- INDENTURE. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST ---------- THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. SOUTH JERSEY GAS COMPANY50 55 MERCANTILE BANK CORPORATION, as Depositor, by Depositor By: ________________________________ Name: ________________________________ Title: THE BANK OF NEW YORK________________________________ WILMINGTON TRUST COMPANY, as Property Trustee, by Trustee By: ________________________________ Name: ________________________________ Title: THE BANK OF NEW YORK (DELAWARE)________________________________ WILMINGTON TRUST COMPANY, as Delaware Trustee, by Trustee By: ___________________________________________________ Name: ___________________________________________________ Title: ___________________________________________________ ____________________________________________________________ Geraxx X. Xxxxxxx, Xx., xx Administrative Trustee ____________________________________________________________ Michxxx X. Xxxxx, xx Administrative Trustee ____________________________________________________________ Charxxx X. Xxxistmas, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG MBWM CAPITAL TRUST THIS CERTIFICATE OF TRUST I This Certificate of SJG Trust of MBWM Capital Trust I (the "Trust"), dated February [ ]July 23, 19971999, 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. Sec. 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. SOUTH JERSEY GAS SOUTHERN COMMUNITY FINANCIAL CORPORATION, AS DEPOSITOR By: /s/ F. Scott Bauer ---------------------------------------------------------- Name: F. Scott Bauer -------------------------------------------------------- Title: President and Chief Executive Officer WILMINGTON TRUST COMPANY, as Depositor, by _______________________________ AS PROPERTY TRUSTEE By: /s/ Patricia A. Evans ---------------------------------------------------------- Name: Patricia A. Evans -------------------------------------------------------- Title: THE BANK OF NEW YORKSenior Financial Services Officer ------------------------------------------------------- WILMINGTON TRUST COMPANY, as Property Trustee, by _______________________________ AS DELAWARE TRUSTEE By: /s/ Patricia A. Evans ---------------------------------------------------------- Name: Patricia A. Evans -------------------------------------------------------- Title: THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, by _______________________________ Senior Financial Services Officer ------------------------------------------------------- ADMINISTRATIVE TRUSTEES By: /s/ F. Scott Bauer ---------------------------------------------------------- Name: F. Scott Bauer -------------------------------------------------------- Title: _______________________________ as As Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG CAPITAL TRUST THIS CERTIFICATE OF TRUST of SJG Capital Trust (the "Trust"), dated February [ ], 1997, 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. Sec. 3801 et seq.)./s/ Richard Cobb ------------------------------------------------------------- Name: Richard Cobb -------------------------------------------------------- Title: As Administrative Trustee /s/ Jeff T. Clark ------------------------------------------------------------- Name: Jeff T. Clark -------------------------------------------------------- Title: As Administrative Trustee

ACCEPTANCE OF TERMS OF TRUST AGREEMENT. GUARANTEE AND ----------------------------------------------------- INDENTURE. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST ---------- THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. SOUTH JERSEY GAS PACIFIC CREST CAPITAL, INC. By: ------------------------------------- Name: Title: WILMINGTON TRUST COMPANY, as DepositorProperty Trustee By: ------------------------------------- Name: Title: WILMINGTON TRUST COMPANY, by as Delaware Trustee By: ------------------------------------- Name: Title: ------------------------------------- Gxxx X. Xxxxxx, as Administrative Trustee ------------------------------------- Rxxxxx X. Xxxxxx, as Administrative Trustee ------------------------------------- Lxxx X. Xxxxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PCC CAPITAL I This Certificate of Trust of PCC Capital I (the "Trust"), dated _______________________________ Name: Title: THE BANK OF NEW YORK, as Property Trustee, by _______________________________ Name: Title: THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, by _______________________________ Name: Title: _______________________________ as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG CAPITAL TRUST THIS CERTIFICATE OF TRUST of SJG Capital Trust (the "Trust"), dated February [ ], 1997, 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. Sec. (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. SOUTH JERSEY GAS COMPANY, as Depositor, by _______________________________ SIERRA PACIFIC RESOURCES By: ---------------------------------- Name: Title: THE BANK OF NEW YORK, as Property Trustee, by _______________________________ Trustee By: ---------------------------------- Name: Title: THE BANK OF NEW YORK (DELAWARE), as Delaware TrusteeTrustee By: ---------------------------------- Name: Title: ------------------------------------- [ ], by _________________as Administrative Trustee ------------------------------------- Xxxxxxx X. Xxxxxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SIERRA PACIFIC RESOURCES CAPITAL TRUST II THIS Certificate of Trust of Sierra Pacific Resources Capital Trust II (the "Trust"), dated as of ______________ Name: Title: _______________________________ as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG CAPITAL TRUST THIS CERTIFICATE OF TRUST of SJG Capital Trust (the "Trust"), dated February [ ], 19971999, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. DEL. C. Secss. 3801 et seq3801, 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. SOUTH JERSEY GAS COMPANY[SIGNATURE PAGE FOLLOWS] AMERICAN BANK INCORPORATED By: --------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer -----------------------------------------, as Depositor, by _______________________________ PROPERTY TRUSTEE By: --------------------------------------------- Name: Title: THE BANK OF NEW YORK-----------------------------------------, as Property Trustee, by _______________________________ DELAWARE TRUSTEE By: -------------------------------------------- Name: Title: THE BANK OF NEW YORK (DELAWARE)--------------------------------------------- XXXX X. XXXXXX, as Delaware TrusteeAS ADMINISTRATIVE TRUSTEE --------------------------------------------- XXXX X. XXXXXXX, by _______________________________ Name: Title: _______________________________ as Administrative Trustee AS ADMINISTRATIVE TRUSTEE --------------------------------------------- XXXXX X. XXXXXXXXX, AS ADMINISTRATIVE TRUSTEE EXHIBIT A CERTIFICATE OF TRUST OF SJG AMERICAN CAPITAL TRUST I THIS CERTIFICATE OF TRUST of SJG OF American Capital Trust I (the "Trust"), dated February [ ], 1997, ) is being duly executed and filed by the undersignedBankers Trust (Delaware), a Delaware banking corporation, Xxxx X. Xxxxxx, Xxxx X. Xxxxxxx and Xxxxx X. Xxxxxxxxx, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Sec. 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. SOUTH JERSEY GAS COMPANY, as Depositor, by _______________________________ [SIGNATURE PAGE FOLLOWS] WINTRUST FINANCIAL CORPORATION By: --------------------------------------------- Name: Title: THE BANK OF NEW YORKWILMINGTON TRUST COMPANY, as Property Trustee, by _______________________________ Trustee By: --------------------------------------------- Name: Title: THE BANK OF NEW YORK (DELAWARE)WILMINGTON TRUST COMPANY, as Delaware Trustee, by _______________________________ Trustee By: --------------------------------------------- Name: Title: _______________________________ as --------------------------------------------- Xxxxxx X. Xxxxxx, As Administrative Trustee --------------------------------------------- Xxxxx X. Xxxxxxx, As Administrative Trustee --------------------------------------------- Xxxxxxxx X. Xxxxxx, As Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG WINTRUST CAPITAL TRUST I THIS CERTIFICATE OF TRUST of SJG OF Wintrust Capital Trust I (the "Trust"), dated February [ ]August 14, 19971998, is being duly executed and filed by the undersignedWilmington Trust Company, a Delaware banking corporation, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxx and Xxxxxxxx X. Xxxxxx, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Sec. Section 3801 et seq.).

ACCEPTANCE OF TERMS OF TRUST AGREEMENT. GUARANTEE AND ----------------------------------------------------- INDENTUREGuarantee 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. SOUTH JERSEY GAS COMPANYWITHOUT LIMITING THE FOREGOING, as DepositorBY ACCEPTANCE OF A TRUST PREFERRED SECURITY, by _______________________________ Name: Title: EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES, THE BANK DEBENTURES AS INDEBTEDNESS OF NEW YORK, as Property Trustee, by _______________________________ Name: Title: THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, by _______________________________ Name: Title: _______________________________ as Administrative Trustee EXHIBIT A CERTIFICATE OF COMPANY AND THE TRUST OF SJG CAPITAL TRUST THIS CERTIFICATE OF TRUST of SJG Capital Trust (the "Trust"), dated February [ ], 1997, 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. Sec. 3801 et seqPREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURES.).

ACCEPTANCE OF TERMS OF TRUST AGREEMENT. GUARANTEE AND Guarantee and ----------------------------------------------------- INDENTUREIndenture. --------- 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 -55- 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. SOUTH JERSEY GAS COMPANY[SIGNATURE PAGE FOLLOWS] PARADIGM BANCORPORATION, as Depositor, by INC. By:__________________________________________ Name: Title: THE BANK OF NEW YORKXxxxx X. Xxxxxx President FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as Property Trustee, by Trustee By:__________________________________________ Name: Title: THE BANK OF NEW YORK (DELAWARE)Xxxxxx X. Xxxxxx, Xx. Vice President FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee, by Trustee By:__________________________________________ Name: Title: Xxxxxx X. Xxxxxx, Xx. Vice President _____________________________________________ as Xxxxx X. Xxxxxx, As Administrative Trustee _____________________________________________ Xxx X. Xxxxxx, Xx., As Administrative Trustee _____________________________________________ Xxxxxxx X. Xxxxx, As Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG PARADIGM CAPITAL TRUST II THIS CERTIFICATE OF TRUST of SJG OF Paradigm Capital Trust II (the "Trust"), dated February [ ]____________, 19972000, is being duly executed and filed by the undersignedFirst Union Trust Company, National Association, a national banking association, Xxxxx X. Xxxxxx, Xxx X. Xxxxxx, Xx. and Xxxxxxx X. Xxxxx, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Sec(S) 3801 ------- et seq.)(the "Act"). 3801 et seq------ 1. NAME. The name of the business trust formed hereby is Paradigm Capital Trust II.).

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. SOUTH JERSEY GAS CB&T HOLDING CORPORATION, AS DEPOSITOR By: ----------------------------------- Name: Xxxx X. Xxxxxxx Title: Chief Executive Officer WILMINGTON TRUST COMPANY, as Depositor, by _______________________________ AS PROPERTY TRUSTEE By: ----------------------------------- Name: Title: THE BANK OF NEW YORK, as Property Trustee, by _______________________________ -------------------------------------- Name: Xxxx X. Xxxxxxx Title: THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, by _______________________________ As Administrative Trustee -------------------------------------- Name: Xxxx X. Xxxxxxx, Xx. Title: _______________________________ as As Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG CAPITAL TRUST THIS CERTIFICATE OF TRUST of SJG Capital Trust (the "Trust")-------------------------------------- Name: Xxxxxxx X. Xxxxxx, dated February [ ], 1997, 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. SecXx. 3801 et seq.).Title: As Administrative Trustee

ACCEPTANCE OF TERMS OF TRUST AGREEMENT. GUARANTEE AND ----------------------------------------------------- INDENTURE. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST ---------- THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. SOUTH JERSEY GAS COMPANYACE INA HOLDINGS INC., as Depositor, by Depositor By:______________________________________ Name: Title: THE BANK OF NEW YORKONE TRUST COMPANY, N.A., as Property Trustee, by Trustee By:______________________________________ Name: Title: THE BANK OF NEW YORK (ONE DELAWARE), INC., as Delaware Trustee, by Trustee By:______________________________________ Name: Title: ______________________________________ Xxxxxx X. Xxxx, as Administrative Trustee EXHIBIT ______________________________________ Xxxxxx X. Xxxxxxxx, as Administrative Trustee Exhibit A CERTIFICATE OF TRUST OF SJG ACE CAPITAL TRUST THIS CERTIFICATE OF TRUST IV This Certificate of SJG Trust of ACE Capital Trust IV (the "Trust"), dated February [ ]as of May 14, 19972002, 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. Secss. 3801 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 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. SOUTH JERSEY GAS COMPANYNational City Bancshares, Inc., as Depositor, by Depositor By: _________________________________________ Name: ____________________________________ Title: THE BANK OF NEW YORK____________________________________ Wilmington Trust Company, not in its individual capacity, but solely as Property Trustee, by Trustee By: ____________________________________ Name: ______________________________ Title: THE BANK OF NEW YORK (DELAWARE)______________________________ Wilmington Trust Company, not in its individual capacity, but solely as Delaware Trustee, by Trustee By: ____________________________________ Name: ______________________________ Title: ______________________________ __________________________________________ Xxxxxxx X. Xxxxxxx, not in his individual capacity, but solely as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG __________________________________________ Xxxxxx X. Xxxx, not in his individual capacity, but solely as Administrative Trustee __________________________________________ Xxxxxxx X. Xxxxxxx, Xx., not in his individual capacity, but solely as Administrative Trustee Exhibit "A" Certificate of Trust of NCBE Capital Trust I This Certificate of Trust of the NCBE CAPITAL TRUST THIS CERTIFICATE OF TRUST of SJG Capital Trust I (the "Trust"), dated February [ ]12, 19971998, is being duly executed and filed by the undersignedWILMINGTON TRUST COMPANY, a Delaware banking corporation, as trusteestrustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. Sec. 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. SOUTH JERSEY GAS COMPANY, as Depositor, by _AMERUS GROUP CO. By: ______________________________ Name: Title: THE BANK OF NEW YORKYORK TRUST COMPANY, N.A. as Property Trustee, by _Trustee By: ______________________________ Name: Title: THE BANK OF NEW YORK (DELAWARE), ) as Delaware Trustee, by _Trustee By: ______________________________ Name: Title: _By: ______________________________ as Administrative Trustee EXHIBIT By: ______________________________ as Administrative Trustee Exhibit A CERTIFICATE OF TRUST OF SJG CAPITAL TRUST THIS CERTIFICATE OF TRUST Certificate Of Trust of SJG AmerUs Capital IV This Certificate of Trust of AmerUs Capital IV (the "Trust"), dated February [ ], 1997, is being duly executed and filed by the undersigned, as trusteestrustee, to form a business statutory trust under the Delaware Business Statutory Trust Act (12 Del. C. Sec. Section 3801 et seq.) (the "Act").

ACCEPTANCE OF TERMS OF TRUST AGREEMENT. GUARANTEE AND Guarantee and ----------------------------------------------------- INDENTUREIndenture. --------- 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. SOUTH JERSEY GAS COMPANY, THIS TRUST AGREEMENT is executed as Depositor, by of the date first above written. APPLIED POWER INC. By: ____________________________________________ Name: Title: THE FIRST NATIONAL BANK OF NEW YORKCHICAGO, as Property Trustee, by Trustee By: ____________________________________________ Name: Title: THE BANK OF NEW YORK (DELAWARE)FIRST CHICAGO DELAWARE INC., as Delaware Trustee, by Trustee By: ____________________________________________ Name: Title: ________________________________________________ [ ], as Administrative Trustee ________________________________________________ [ ], as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG APPLIED POWER CAPITAL TRUST THIS CERTIFICATE OF TRUST of SJG Capital Trust (the "Trust"), dated February [ ], 1997, 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. Sec. 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. SOUTH JERSEY GAS FIRST INTERSTATE BANCSYSTEM, INC. By: -------------------------------- Name: ------------------------------ Title: ----------------------------- WILMINGTON TRUST COMPANY, as DepositorProperty Trustee By: -------------------------------- Name: ------------------------------ Title: ----------------------------- WILMINGTON TRUST COMPANY, by as Delaware Trustee By: -------------------------------- Name: ------------------------------ Title: ----------------------------- ----------------------------------- Name: Xxxxxxx X. Xxxxx as Administrative Trustee ----------------------------------- Name: Xxxxxx X. Xxxxx as Administrative Trustee 57 ----------------------------------- 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 _______________________________ Name: Title: THE BANK OF NEW YORK, as Property Trustee, by _______________________________ Name: Title: THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, by _______________________________ Name: Title: _______________________________ as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG CAPITAL TRUST THIS CERTIFICATE OF TRUST of SJG Capital Trust (the "Trust"), dated February [ ], ,1997, 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. Sec. ((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. SOUTH JERSEY GAS PACIFIC CREST CAPITAL, INC. By: ------------------------------------- Name: Title: WILMINGTON TRUST COMPANY, as DepositorProperty Trustee By: ------------------------------------- Name: Title: WILMINGTON TRUST COMPANY, by as Delaware Trustee By: ------------------------------------- Name: Title: ------------------------------------- Xxxx X. Xxxxxx, as Administrative Trustee ------------------------------------- Xxxxxx X. Xxxxxx, as Administrative Trustee ------------------------------------- Xxxx X. Xxxxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF PCC CAPITAL I This Certificate of Trust of PCC Capital I (the "Trust"), dated _______________________________ Name: Title: THE BANK OF NEW YORK, as Property Trustee, by _______________________________ Name: Title: THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, by _______________________________ Name: Title: _______________________________ as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG CAPITAL TRUST THIS CERTIFICATE OF TRUST of SJG Capital Trust (the "Trust"), dated February [ ], 1997, 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. Sec. (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 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 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 TERMS OF THE GUARANTEE AND GUARANTEE, THE INDENTURE, THE PURCHASE CONTRACT AGREEMENT, THE PLEDGE AGREEMENT, AND THE REMARKETING AGREEMENT AND SHALL CONSTITUTE THE AGREEMENT OF THE 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 TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. SOUTH JERSEY GAS COMPANYTHIS TRUST AGREEMENT is executed as of the date first above written. TECO FUNDING COMPANY II, LLC, as Depositor, by _______________________________ Depositor By: /s/ Mildred F. Smith ---------------------------------- Name: Mildred F. Smith Title: President THE BANK OF NEW YORK, as Property Trustee, by _______________________________ Trustee By: /s/ Mary LaGumina ---------------------------------- Name: Mary LaGumina Title: Vice Presidexx THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, by _______________________________ Trustee By: /s/ William T. Lewis ---------------------------------- Name: William T. Lewis, SVP Title: _______________________________ TECO Energy, Inc. joins in this Trust Agreement solely for the purposes of obligating itself under Sections 2.3 and 8.6 of this Trust Agreement and not as Administrative Trustee depositor, trustee or beneficiary. TECO ENERGY, INC. By: /s/ Sandra W. Callahan ---------------------------------- Name: Sandra W. Callahan Title: Vice Presxxxxx - Xxxxxxxxx EXHIBIT A CERTIFICATE OF TRUST OF SJG TECO CAPITAL TRUST THIS CERTIFICATE OF TRUST II This Certificate of SJG Trust of TECO Capital Trust II (the "Trust"), dated February [ ]November 20, 19972000, 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. Sec. 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. SOUTH JERSEY GAS SOUTHERN COMMUNITY FINANCIAL CORPORATION, AS DEPOSITOR By: ------------------------------------------- Name: F. Xxxxx Xxxxx Title: President and Chief Executive Officer WILMINGTON TRUST COMPANY, as Depositor, by _______________________________ AS PROPERTY TRUSTEE By: ------------------------------------------- Name: ----------------------------------------- Title: THE BANK OF NEW YORK---------------------------------------- WILMINGTON TRUST COMPANY, as Property Trustee, by _______________________________ AS DELAWARE TRUSTEE By: ------------------------------------------- Name: ----------------------------------------- Title: THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, by _______________________________ ---------------------------------------- ADMINISTRATIVE TRUSTEES ---------------------------------------------- Name: F. Xxxxx Xxxxx Title: _______________________________ as As Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SJG CAPITAL TRUST THIS CERTIFICATE OF TRUST of SJG Capital Trust (the "Trust"), dated February [ ], 1997, 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. Sec. 3801 et seq.).---------------------------------------------- Name: Xxxxxxx Xxxx Title: As Administrative Trustee ---------------------------------------------- Name: Xxxx X. Xxxxx Title: As Administrative Trustee

ACCEPTANCE OF TERMS OF TRUST AGREEMENT. GUARANTEE AND ----------------------------------------------------- INDENTURE. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST ---------- THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. SOUTH JERSEY GAS COMPANYACE INA HOLDINGS INC., as Depositor, by _______________________________ Depositor By: ------------------------------------------- Name: Title: THE FIRST NATIONAL BANK OF NEW YORKCHICAGO, as Property Trustee, by _______________________________ Trustee By: ------------------------------------------- Name: Title: THE BANK OF NEW YORK (ONE DELAWARE), INC., as Delaware Trustee, by _______________________________ Trustee By: ------------------------------------------- Name: Title: _______________________________ ------------------------------------------- Xxxxxx X. Xxxx, as Administrative Trustee. ------------------------------------------- Xxxxxxxxxxx X. Xxxxxxxx, as Administrative Trustee EXHIBIT A A-1 CERTIFICATE OF TRUST OF SJG ACE CAPITAL TRUST THIS CERTIFICATE OF TRUST II This Certificate of SJG Trust of ACE Capital Trust II (the "Trust"), dated February [ ]as of May 19, 19971999, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. Del.C. Secss. 3801 3801. et seq.).