Common use of Attest Clause in Contracts

Attest. 80- 172 XXXXXXXXXXXX XX XXXXXXXXXXXXX ) ) ss.: COUNTY OF ____________ ) On the ___ day of ____________, 1997, before me personally came _________________________, to me known, who, being by me duly sworn, did depose and say that he/she is ___________________________ of Staples, Inc., one of the corporations described in and which executed the foregoing instrument; that he/she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he/she signed his/her name thereto by like authority. ------------------------------- STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the ___ day of ____________, 1997, before me personally came _________________________, to me known, who, being by me duly sworn, did depose and say that he/she is a Trust Officer of The Chase Manhattan Bank, one of the corporations described in and which executed the foregoing instrument; that he/she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he/she signed his/her name thereto by like authority. -------------------------------

Attest. 80- 172 XXXXXXXXXXXX XX XXXXXXXXXXXXX ) ) ssXxxx X. Xxxxxx Assistant Corporate Secretary Signed, sealed and delivered by THE DETROIT EDISON COMPANY, in the presence of --------------------------------------- K. Hier --------------------------------------- Xxxxx Xxxxxx, Xx. STATE OF MICHIGAN SS.: COUNTY OF ____________ ) XXXXX ACKNOWLEDGMENT OF EXECUTION BY COMPANY. On the ___ this 31st day of ____________August, 19972001, before me me, the subscriber, a Notary Public within and for the County of Xxxxx, in the State of Michigan, personally came _________________________appeared X.X. Xxxxxx, to me personally known, who, being by me duly sworn, did depose and say that he/she he does business at 0000 0xx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 and is ___________________________ the Vice President Treasurer of Staples, Inc.THE DETROIT EDISON COMPANY, one of the corporations described in and which executed the foregoing instrument; that he/she he knows the corporate seal of the said corporation; corporation and that the seal affixed to said instrument is such the corporate seal; that it was so affixed by authority of the Board of Directors seal of said corporation; and that he/she said instrument was signed his/her and sealed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said X.X. Xxxxxx, acknowledged said instrument to be the free act and deed of said corporation. ------------------------------- ------------------------------------------------ (Notarial Seal) 31 FIRST CHICAGO TRUST COMPANY OF New York, (Corporate Seal) By --------------------------------- Xxxxxx X. Xxxxxx Vice President Attest: --------------------------------------- Signed, sealed and delivered by FIRST CHICAGO TRUST COMPANY of New York, in the presence of --------------------------------------- --------------------------------------- STATE OF NEW YORK ) ) ssILLINOIS SS.: COUNTY OF NEW YORK ) XXXX ACKNOWLEDGMENT OF EXECUTION BY TRUSTEE. On the ___ this day of ____________, 19972001, before me me, the subscriber, a Notary Public within and for the County of Xxxx, in the State of Illinois, personally came _________________________appeared Xxxxxx X. Xxxxxx, to me personally known, who, being by me duly sworn, did depose and say that he/she his business office is located at 0 Xxxx Xxx Xxxxx, Xxxxxxx, Xxxxxxxx, and he is a Trust Officer Vice President of The Chase Manhattan BankFIRST CHICAGO TRUST COMPANY of New York, one of the corporations described in and which executed the foregoing instrument; that he/she he knows the corporate seal of the said corporation; corporation and that the seal affixed to said instrument is such the corporate seal; that it was so affixed by authority of the Board of Directors seal of said corporation; and that he/she said instrument was signed his/her and sealed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said Xxxxxx Xxxxxx acknowledged said instrument to be the free act and deed of said corporation. ------------------------------------------------------------------------------- (Notarial Seal) STATE OF MICHIGAN SS.: COUNTY OF XXXXX AFFIDAVIT AS TO CONSIDERATION AND GOOD FAITH. X.X. Xxxxxx, being duly sworn, says: that he is the Vice President and Treasurer of THE DETROIT EDISON COMPANY, the Mortgagor named in the foregoing instrument, and that he has knowledge of the facts in regard to the making of said instrument and of the consideration therefor; that the consideration for said instrument was and is actual and adequate, and that the same was given in good faith for the purposes in such instrument set forth.

Attest. 80- 172 XXXXXXXXXXXX XX XXXXXXXXXXXXX By: --------------------------- ------------------------------ Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Senior Vice President President and and Secretary Chief Executive Officer VAL COR BANCORPORATION, INC. Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer VALLEY NATIONAL BANK OF XXXXXX Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer SKY VALLEY BANK CORP. Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx Chairman of the Board THE FIRST NATIONAL BANK IN ALAMOSA Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer -------------------------------------) ) State of Utah ) ) ss.: COUNTY OF ____________ . County of Salt Lake ) ) -------------------------------------) On the ___ this twenty-fifth day of ____________July, 1997, before me personally came appeared Xxxxxx X. Xxxxxxx, to me known to be the President and Chief Executive Officer of Zions Bancorporation, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -38- --------------------------------------) ) State of Colorado ) ) ss. County of Montezuma ) ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the President and Chief Executive Officer of each of Val Cor Bancorporation, Inc. and Valley National Bank of Xxxxxx, and acknowledged said instrument to be the free and voluntary act and deed of each of said corporations, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the respective seals affixed are the respective corporate seals of said corporations. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -39- -------------------------------------- ) State of Colorado ) ) ss. County of Alamosa ) ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the Chairman of the Board of Sky Valley Bank Corp., and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -40- --------------------------------------) ) State of Colorado ) ) County of Alamosa ) ss. ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the President and Chief Executive Officer of The First National Bank in Alamosa, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -41- --------------------------------------) ) State of Colorado ) ) County of Alamosa ) ss. ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, each to me known, and each of whom acknowledged said instrument to be his free and voluntary act and deed, for the uses and purposes therein mentioned. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -42- The undersigned members of the Board of Directors of Sky Valley Bank Corp. (the "Company"), acknowledging that Zions Bancorporation ("Zions Bancorp") has relied upon the action heretofore taken by the board of directors in entering into the Agreement, and has required the same as a prerequisite to Zions Bancorp's execution of the Agreement, do individually and as a group agree, subject to their fiduciary duties to shareholders, to support the Agreement and to recommend its adoption by the other shareholders of the Company. The undersigned do hereby, individually and as a group, until the Effective Date or termination of the Agreement, further agree to refrain from soliciting or, subject to their fiduciary duties to shareholders, negotiating or accepting any offer of merger, consolidation, or acquisition of any of the shares or all or substantially all of the assets of the Company or The First National Bank in Alamosa. ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ SCHEDULE 1.8 Xxxxx X. Xxxxxxx Xxxxx X. Xxxxx Xxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx EXHIBIT I HOLDING COMPANY MERGER AGREEMENT AGREEMENT OF MERGER This Agreement of Merger is made and entered into as of [_________________________, to me known, who, being by me duly sworn, did depose and say that he/she is ___________________________ of Staples, Inc., one of the corporations described in and which executed the foregoing instrument; that he/she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he/she signed his/her name thereto by like authority. ------------------------------- STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the ___ day of ____________], 1997, before me personally came _________________________between VAL COR BANCORPORATION, to me knownINC. ("Val Cor"), who, being by me duly sworn, did depose and say that he/she is a Trust Officer of The Chase Manhattan Bank, one corporation organized under the laws of the corporations described in State of Colorado, and which executed SKY VALLEY BANK CORP. (the foregoing instrument; that he/she knows "Company"), a corpora tion organized under the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority laws of the Board State of Directors of said corporation; Colorado. Val Cor and that he/she signed his/her name thereto by like authority. -------------------------------the Company are hereinafter sometimes individually called a "Constituent Corporation" and collectively called the "Constituent Corporations."

Attest. 80- 172 XXXXXXXXXXXX XX XXXXXXXXXXXXX STATE OF ) ------------------------ ) ss.: ------------------------ COUNTY OF ) ----------------------- On this ____________ ) On the ___ day of ____________, 19972001, before me personally came _______appeared __________________, to me known, who, being by me duly sworn, did depose and say that he/she is ______he resides at _____________________ ; that he is ________________ of StaplesBANCORPSOUTH, Inc.INC., one of the corporations described in and which executed the foregoing above instrument; that he/she he knows the corporate seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he/she he signed his/her his name thereto by like authority. ------------------------------- ------------------------------------ [NOTARY PUBLIC] (NOTORIAL SEAL) STATE OF NEW YORK ) --------------------- ) ss.: --------------------- COUNTY OF NEW YORK ) -------------------- On the this ____ day of ____________, 19972001, before me personally came __________appeared _______________, to me known, who, being by me duly sworn, did depose and say that he/she he resides at ___________________________,; that he is a Trust Officer the _______________of The Chase Manhattan BankBANK OF NEW YORK, one of the corporations described in and which executed the foregoing instrument; that he/she he knows the corporate seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he/she he signed his/her his name thereto by like authority. ------------------------------------------------------------------- [NOTARY PUBLIC] (NOTARIAL SEAL)

Attest. 80- 172 XXXXXXXXXXXX XX XXXXXXXXXXXXX THE FIRST NATIONAL BANK OF CHICAGO, Trustee By ------------------------- (CORPORATE SEAL) ATTEST: -------------------------- STATE OF IOWA ) ) ss.: COUNTY OF LINN ) On this ___th day of _____, _____ before me, the undersigned, a Notary Public in and for the said County in the state aforesaid, personally appeared _________ ) On the ___ day of ____________, 1997, before me personally came _______________and __________, to me personally known, and to me known to be _________, and __________ respectively, of IES UTILITIES INC., one of the corporations described in and which executed the within and foregoing instrument, and who, being by me severally duly sworn, each did depose and say that he/she he the said __________ is __________, and that he the said __________ is __________ of Staplesthe said IES UTILITIES INC., Inc.a corporation; that the seal affixed to the within and foregoing instrument is the corporate seal of the said corporation, and that the said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and the said _________ and __________ each acknowledged the execution of said instrument to be the voluntary act and deed of said corporation by it voluntarily executed. WITNESS my hand and notarial seal this __th day of _____, ___. ------------------ Notary Public My Commission expires: (NOTARIAL SEAL) STATE OF ILLINOIS ) ) ss COUNTY OF COOK ) On this ___th day of _____, _____, before me, the undersigned, a Notary Public in and for said County in the State aforesaid, personally appeared __________ and __________ to me personally known, and to me known to be a __________ and an _________, respectively, of THE FIRST NATIONAL BANK OF CHICAGO, one of the corporations described in and which executed the within and foregoing instrument; , and who, being by me severally duly sworn, each did say that he/she knows he the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he/she signed his/her name thereto by like authority. ------------------------------- STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the _________ day of is a _________ that the said _________ is an _____________ of the said THE FIRST NATIONAL BANK OF CHICAGO, 1997a corporation; that the seal affixed to the within and foregoing instrument is the corporate seal of the said corporation, before me personally came and that the said instrument was signed and sealed on behalf of said corporation by authority of its By-Laws; and the said __________ and __________ each acknowledged the execution of said instrument to be the voluntary act and deed of said corporation by it voluntarily executed. WITNESS my hand and notarial seal this ___th day of ____, to me known, who, being by me duly sworn, did depose and say that he/she is a Trust Officer of The Chase Manhattan Bank, one of the corporations described in and which executed the foregoing instrument; that he/she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he/she signed his/her name thereto by like authority___. ------------------------------------------------- Notary Public My Commission expires: (NOTARIAL SEAL)

Attest. 80- 172 XXXXXXXXXXXX XX XXXXXXXXXXXXX ) ) ss.Name: COUNTY OF --------------------------- _______________ hereby accepts the trust in this Indenture declared and provided, upon the terms and conditions hereinabove set forth. U.S. TRUST COMPANY OF TEXAS, N.A., as trustee --------------------------------- By: ------------------------------------------- Name: ------------------------------------------ Title: ----------------------------------------- Attest: ------------------------------ Name: ------------------------- STATE OF ) ------------------ )ss: COUNTY OF ) ----------------- On the this _______ day of _______________________________, 1997, before me appeared , to me personally came known, who, being by me duly sworn, did say that he is the ________________________________ of ______________________________, and that the seal affixed to said instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its board of directors and said __________________, acknowledged said instrument to be the free act and deed of said corporation. In testimony whereof I have hereunto set my hand and affixed my official seal at my office in said county and state the day and year last above written. -------------------------- Notary Public [seal] My term expires: ---------- STATE OF ) ------------------ )ss: COUNTY OF ) ----------------- On this _______ day of _______________________________, ____, before me appeared ______________________________, to me personally known, who, being by me duly sworn, did depose and say that he/she he is the ____________________________ of Staples, Inc., one of the corporations described in and which executed the foregoing instrument; that he/she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he/she signed his/her name thereto by like authority. ------------------------------- STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the ___ day of ____________, 1997, before me personally came _________________________, to me known, who, being by me duly sworn, did depose and say that he/she is a Trust Officer of The Chase Manhattan Bank, one of the corporations described in and which executed the foregoing instrument; that he/she knows the seal of said corporation; that the seal affixed to said instrument is such the corporate seal; seal of said corporation, and that it said instrument was so affixed signed and sealed in behalf of said corporation by authority of its board of directors and said ______________________________, acknowledged said instrument to be the Board of Directors free act and deed of said corporation; . In testimony whereof I have hereunto set my hand and that he/she signed his/her name thereto by like authorityaffixed my official seal at my office in said county and state the day and year last above written. --------------------------------------------------------- Notary Public

Attest. 80- 172 XXXXXXXXXXXX XX XXXXXXXXXXXXX ) ) ss.: COUNTY OF ____________ ) On the ___ day of ____________, 1997, before me personally came Secretary CELEXX CORPORATION By:_______________________ President [Corporate Seal] 10100 West Sample Rd, Coral Sprinxx, XX 00000 XXXXX XX Xxx Xxxx, XXXXXX XX Xxw Xxxx Xx xxx _____ xxx xx _______, 0000, before me personally came_________________ to me known, who, who being by me duly sworn, did depose and say that he/she is he resides at ___________________________ ___; that he is the President of StaplesCELEXX CORPORATION, Inc., one of the corporations corporation described in and which executed the foregoing instrument; that he/she he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority order of the Board of Directors of said corporation; , and that he/she he signed his/her his name thereto by like authorityorder. ------------------------------- STATE --------------------------- Notary Public CERTIFICATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the ___ day of ____________, 1997, before me personally came _________________________, to me known, whoDIRECTORS' RESOLUTIONS The undersigned, being by me duly swornrespectively the President and Secretary of CELEXX CORPORATION, did depose and say that he/she is a Trust Officer of The Chase Manhattan BankNebraska corporation, one of the corporations described in and which executed the foregoing instrument; that he/she knows the seal of said corporation; hereby certify that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority following are true copies of resolutions duly and unanimously adopted at a special meeting of the Board of Directors of said the corporation; , duly called and held at the office of the corporation on November 6, 2001, at which meeting a quorum was present and voting throughout, and which resolutions have not been modified or rescinded and are still in full force and effect: "RESOLVED, that he/she signed his/her name thereto it is for the best business interests of this corporation that this corporation guarantee to ROSENTHAL & ROSENTHAL, XXX., xxx paxxxxx xxx discharge by like authorityCOMPUTER MARKETPLACE, INC. -------------------------------of any and all of its obligations to ROSENTHAL & ROSENTHAL, INC., and xx xx xxxxher "RESOLVED, that the President or any other officer of this corporation is authorized to execute and deliver for and on behalf of this corporation the aforementioned guarantee in the form annexed hereto or in any other form the officer executing the same deems advisable, and is hereby authorized to execute and deliver any and all other instruments and documents in connection therewith and to perform such other acts as may be necessary to carry these resolutions into effect."

Attest. 80- 172 XXXXXXXXXXXX XX XXXXXXXXXXXXX By: ----------------------------- ---------------------------- Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Senior Vice President President and and Secretary Chief Executive Officer VAL COR BANCORPORATION, INC. Attest: By: ----------------------------- ---------------------------- Xxxxx X. Xxxxxxx President and Chief Executive Officer VALLEY NATIONAL BANK OF XXXXXX Attest: By: ----------------------------- ---------------------------- R. Xxxxx Xxxxxxxx Executive Vice President and Chief Executive Officer SBT BANKSHARES, INC. Attest: By: ----------------------------- ---------------------------- Xxxx X. Xxxxxxx Chairman, President and Chief Executive Officer STATE BANK AND TRUST OF COLORADO SPRINGS Attest: By: ----------------------------- ---------------------------- Xxxx X. Xxxxxxx Chairman, President and Chief Executive Officer ------------------------------------------------ ) State of Utah ) ) ss.: COUNTY OF ____________ . County of Salt Lake ) ) ------------------------------------------------ On the ___ this nineteenth day of ____________December, 1997, before me personally came _________________________appeared Xxxxxx X. Xxxxxxx, to me knownknown to be the President and Chief Executive Officer of Zions Bancorporation, whoand acknowledged said instrument to be the free and voluntary act and deed of said corporation, being by me duly swornfor the uses and purposes therein mentioned, did depose and say on oath stated that he/she he was authorized to execute said instrument and that the seal affixed is ___________________________ of Staples, Inc., one of the corporations described in and which executed the foregoing instrument; that he/she knows the corporate seal of said corporation; . In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. -------------------------------- Notary Public - 50 - ------------------------------------------------ ) State of Colorado ) ) ss. County of Montezuma ) ) ------------------------------------------------ On this nineteenth day of December, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the President and Chief Executive Officer of Val Cor Bancorporation, Inc., and R. Xxxxx Xxxxxxxx, to me known to be the Executive Vice President and Chief Executive Officer of Valley National Bank of Xxxxxx, and acknowledged said instrument to be the free and voluntary act and deed of each of said corporations, for the uses and purposes therein mentioned, and on oath each stated that he was authorized to execute said instrument and that the respective seals affixed are the respective corporate seals of said corporations. In Witness Whereof I have hereunto set my hand and affixed my official seal affixed the day and year first above written. -------------------------------- Notary Public - 51 - ------------------------------------------------ ) State of Colorado ) ) ss. County of El Paso ) ) ------------------------------------------------ On this nineteenth day of December, 1997, before me personally appeared Xxxx X. Xxxxxxx, to me known to be the Chairman, President and Chief Executive Officer of SBT Bankshares, Inc. and the Chairman, President and Chief Executive Officer of State Bank and Trust of Colorado Springs, and acknowledged said instrument is such to be the free and voluntary act and deed of each of said corporations, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seals affixed are the respective corporate seal; that it was so seals of said corporations. In Witness Whereof I have hereunto set my hand and affixed by authority my official seal the day and year first above written. -------------------------------- Notary Public The undersigned members of the Board of Directors of said corporation; SBT Bankshares, Inc. (the "Company"), acknowledging that Zions Bancorporation ("Zions Bancorp") has relied upon the action heretofore taken by the board of directors in entering into the Agreement, and that he/she signed his/her name thereto by like authority. ------------------------------- STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On has required the ___ day same as a prerequisite to Zions Bancorp's execution of ____________the Agreement, 1997do individually and as a group agree, before me personally came _________________________subject to their fiduciary duties to shareholders, to me known, who, being support the Agreement and to recommend its adoption by me duly sworn, did depose and say that he/she is a Trust Officer of The Chase Manhattan Bank, one the other shareholders of the corporations described in Company. The undersigned do hereby, individually and which executed as a group, until the foregoing instrument; that he/she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority Effective Date or termination of the Board Agreement, further agree to refrain from soliciting or, subject to their fiduciary duties to shareholders, negotiating or accepting any offer of Directors merger, consolidation, or acquisition of said corporation; any of the shares or all or substantially all of the assets of the Company or State Bank and that he/she signed his/her name thereto by like authorityTrust of Colorado Springs. ---------------------------------------------------------------- -------------------------------- --------------------------------- -------------------------------- --------------------------------- -------------------------------- --------------------------------- --------------------------------

Attest. 80- 172 XXXXXXXXXXXX XX XXXXXXXXXXXXX ) ) LENDER BY: ------------------------- ----------------------------------------- Name Title STATE OF NEW JERSEY : : ss.: COUNTY OF ____________ ) MONMOUTH : On the ___ 1 day of ____________March, 19972004, before me me, a Notary Public in and for said County and State, duly commissioned and sworn, personally came _________________________appeared James S. Vaccaro, to me known(name of Officer of Corporation executing Lease as Xxxxxx) xx xx xnown, who, being by me duly sworn, did depose and say that he/she he is ___________________________ the Chairman and CEO of StaplesMONMOUTH COMMUNITY BANK, Inc.N.A., one of the corporations corporation described in in, and which executed the foregoing instrument; that he/she he knows the seal of said corporation; , that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority order of the Board of Directors of said corporation; corporation and that he/she he signed his/her his name thereto by like authorityorder. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this Certificate first above written. /s/ Sharon L. Vinson ------------------------------- STATE OF NEW YORK ) ) ssNOTARY PUBLIC Date: 3-1-04 -------------------------- XXXXX XX XXX XXXXXX : : xx.: COUNTY OF NEW YORK ) XXXXXX XX XXXXXXXX : On the ___ __day of ____________, 19972004, before me me, a Notary Public in and for said County and State, duly commissioned and sworn, personally came _________________________appeared Jack Caputo, to me known(name of Officer of Corporation executing Lease as Tenaxx) xx xx xnown, who, being by me duly sworn, did depose and say that he/she he is the President of J.J.U.D. Inc., a Trust Officer of The Chase Manhattan BankNew Jersey corporation, one of the corporations corporation described in in, and which executed the foregoing instrument; that he/she he knows the seal of said corporation; , that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority order of the Board of Directors of said corporation; corporation and that he/she he signed his/her his name thereto by like authorityorder. -------------------------------IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this Certificate first above written. ------------------------------- NOTARY PUBLIC Date: --------------------------

Attest. 80- 172 XXXXXXXXXXXX XX XXXXXXXXXXXXX ) ) ss.Its: ---------------------------- Signed, sealed and delivered by Bank of New Hampshire in the presence of: -------------------------------- -------------------------------- STATE OF NEW HAMPSHIRE COUNTY OF HILLSBOROUGH, SS. On this ____________ ) On the ___ day of ____________, 1997, 1997 before me personally came appeared ____________________ and ____________________, to me personally known, who, who being by me duly sworn, did depose and say that he/she is they are ____________________ and ________________ ____________________, respectively, of ENERGYNORTH NATURAL GAS, INC., that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed by them and sealed on behalf of said corporation, and that said instrument was signed by them and sealed on behalf of said corporation by authority of its Board of Directors; and the said ____________________ of Staples, Inc., one of and ____________________ acknowledged said instrument to be the corporations described in free act and which executed the foregoing instrument; that he/she knows the seal deed of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he/she signed his/her name thereto by like authority. ------------------------------- ------------------------------------------- Notary Public [NOTARIAL SEAL] My Commission expires: ----------------- STATE OF NEW YORK ) ) ss.: HAMPSHIRE COUNTY OF NEW YORK ) HILLSBOROUGH, SS. On the this ____ day of ____________, 1997, 1997 before me personally came appeared ____________________ and ____________________, to me personally known, who, who being by me duly sworn, did depose and say that he/she is a Trust Officer they are ____________________ and ________________ ____________________, respectively, of The Chase Manhattan BankBANK OF NEW HAMPSHIRE, one of the corporations described in and which executed the foregoing instrument; that he/she knows the seal of said corporation; that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument is such corporate seal; was signed by them and sealed on behalf of said corporation, and that it said instrument was so affixed signed by them and sealed on behalf of said corporation by authority of the its Board of Directors Directors; and the said ____________________ and ____________________ acknowledged said instrument to be the free act and deed of said corporation; and that he/she signed his/her name thereto by like authority. -------------------------------------------------------------------------- Notary Public [NOTARIAL SEAL]

Attest. 80- 172 XXXXXXXXXXXX XX XXXXXXXXXXXXX ) ) ss.: COUNTY Secretary. [GENERAL FORM OF COUPON] $______________ ) On the ________________Series________________ day of No.________________ On __________________, 1997, before me personally came ______, INDIANAPOLIS POWER & LIGHT COMPANY will pay to bearer at its office or agency in ___________________, to me known, who, being by me duly sworn, did depose and say that he/she is ___________________________ of Staples, Inc., one Dollars in lawful money of the corporations described United States of America, as specified in and which executed the foregoing instrument; that he/she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he/she signed his/her name thereto by like authority. ------------------------------- STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the its First Mortgage Bond, ______ day Series ______, No. _______, being six months' interest then due on said bond. This coupon will not be payable if said bond shall have previously become payable or been called for previous redemption and payment duly provided for. ---------------------------------------- Treasurer. [GENERAL FORM OF FULLY REGISTERED BOND] INDIANAPOLIS POWER & LIGHT COMPANY FIRST MORTGAGE BOND $______________ ________________Series________________ No.________________ INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the Company), for value received, hereby promises to pay to _____________________________________________ or registered assigns, on ______________, 1997________, before me personally came at the office or agency of the Company in ___________________________________, ________________________________ Dollars in lawful money of the United States of America, and to me knownpay to the registered owner hereof interest thereon from the _____________ or _______________ next preceding the date of this bond, whoat the rate of _____ per centum per annum in like lawful money, at said office or agency on _________________ and ___________________ in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, ________ Series ________, all bonds of all series issued and to be issued under and equally secured (except in so far as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust (herein called the Mortgage), dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago, as Trustee, to which reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect thereof, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are secured. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or of any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds per centum (66 2/3%) in principal amount of the bonds affected by such modification or alteration, then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. This bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in ____________________________, upon surrender and cancellation of this bond and upon presentation of a written instrument of transfer, duly executed, and upon payment, if the Company shall require it, of the transfer charges prescribed in the Mortgage, and, thereupon, a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes. No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being released by me duly sworn, did depose the owner hereof by the acceptance of this bond and say that he/she is a Trust Officer of The Chase Manhattan Bank, one being likewise waived and released by the terms of the corporations described in Mortgage. This bond shall not become obligatory until American National Bank and which executed Trust Company of Chicago, the foregoing instrument; that he/she knows Trustee under the seal Mortgage, or its successor thereunder, shall have signed the form of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he/she signed his/her name thereto by like authority. -------------------------------certificate endorsed hereon.

Attest. 80- 172 XXXXXXXXXXXX XX XXXXXXXXXXXXX THE FIRST NATIONAL BANK OF CHICAGO, Trustee By ------------------------- (CORPORATE SEAL) ATTEST: - -------------------------- STATE OF IOWA ) ) ss.: COUNTY OF LINN ) On this ___th day of _____, _____ before me, the undersigned, a Notary Public in and for the said County in the state aforesaid, personally appeared _________ ) On the ___ day of ____________, 1997, before me personally came _______________and __________, to me personally known, and to me known to be _________, and __________ respectively, of IES UTILITIES INC., one of the corporations described in and which executed the within and foregoing instrument, and who, being by me severally duly sworn, each did depose and say that he/she he the said __________ is __________, and that he the said __________ is __________ of Staplesthe said IES UTILITIES INC., Inc.a corporation; that the seal affixed to the within and foregoing instrument is the corporate seal of the said corporation, and that the said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and the said _________ and __________ each acknowledged the execution of said instrument to be the voluntary act and deed of said corporation by it voluntarily executed. WITNESS my hand and notarial seal this __th day of _____, ___. ------------------ Notary Public My Commission expires: (NOTARIAL SEAL) STATE OF ILLINOIS ) ) ss COUNTY OF COOK ) On this ___th day of _____, _____, before me, the undersigned, a Notary Public in and for said County in the State aforesaid, personally appeared __________ and __________ to me personally known, and to me known to be a __________ and an _________, respectively, of THE FIRST NATIONAL BANK OF CHICAGO, one of the corporations described in and which executed the within and foregoing instrument; , and who, being by me severally duly sworn, each did say that he/she knows he the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he/she signed his/her name thereto by like authority. ------------------------------- STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the _________ day of is a _________ that the said _________ is an _____________ of the said THE FIRST NATIONAL BANK OF CHICAGO, 1997a corporation; that the seal affixed to the within and foregoing instrument is the corporate seal of the said corporation, before me personally came and that the said instrument was signed and sealed on behalf of said corporation by authority of its By-Laws; and the said __________ and __________ each acknowledged the execution of said instrument to be the voluntary act and deed of said corporation by it voluntarily executed. WITNESS my hand and notarial seal this ___th day of ____, to me known, who, being by me duly sworn, did depose and say that he/she is a Trust Officer of The Chase Manhattan Bank, one of the corporations described in and which executed the foregoing instrument; that he/she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he/she signed his/her name thereto by like authority___. ------------------------------------------------- Notary Public My Commission expires: (NOTARIAL SEAL)