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

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING THE FOREGOING, BY ACCEPTANCE OF A TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURES.

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING THE FOREGOING57 PEOPLE'S BANCSHARES, BY ACCEPTANCE INC. By Name: Title: STATE STREET BANK AND TRUST COMPANY, as Property Trustee By Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By Name: Title: , as Administrative Trustee , as Administrative Trustee , as Administrative Trustee EXHIBIT A CERTIFICATE OF A TRUST PREFERRED SECURITYOF PEOPLE'S BANCSHARES CAPITAL TRUST THIS CERTIFICATE OF TRUST OF PEOPLE'S BANCSHARES CAPITAL TRUST (the "Trust"), EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREATdated as of ________________, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES1997, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE is being duly executed and filed by WILMINGTON TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESCOMPANY, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING THE FOREGOING, BY ACCEPTANCE OF A INDEPENDENT BANK CORPORATION By:_________________________________ Name: Title: STATE STREET BANK AND TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE as Property Trustee By:_________________________________ Name: Title: WILMINGTON TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURES.COMPANY as Delaware Trustee By:_________________________________ Name: Title: __ ________________________________________ As Administrative Trustee __ ________________________________________ As Administrative Trustee __ ________________________________________ As Administrative Trustee

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING USF&G CORPORATION By: --------------------------- Name: Title: THE FOREGOINGBANK OF NEW YORK, BY ACCEPTANCE as Pro▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇: --------------------------- Name: Title: THE BANK OF A NEW YORK (DELAWARE), as Delaware Trustee By: --------------------------- Name: Title: --------------------------- J. Kendall Huber, as Administrative Tr▇▇▇▇▇ --------------------------- as Administrative Trustee --------------------------- as Administrative Trustee CERTIFICATE OF TRUST PREFERRED SECURITYOF USF&G CAPITAL I THIS CERTIFICATE OF TRUST of USF&G Capital I (the "Trust"), EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREATdated December 28, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES1995, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESis being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 et seq.).

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING THE FOREGOINGLINCOLN NATIONAL CORPORATION By: ______________________________ Name: Title: BANK ONE TRUST COMPANY, BY ACCEPTANCE OF A TRUST PREFERRED SECURITYNATIONAL ASSOCIATION, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREATas Property Trustee By: ______________________________ Name: Title: BANK ONE DELAWARE, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSESINC., THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESas Delaware Trustee By: ______________________________ Name: Title: __________________________________ F▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Administrative Trustee __________________________________ J▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, as Administrative Trustee This Certificate of Trust of Lincoln National Capital VIII (the “Trust”), dated March 18, 2002, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. §3801 et seq.).

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING THE FOREGOINGTHIS TRUST AGREEMENT is executed as of the date first above written. ACTUANT CORPORATION By: Name: Title: , BY ACCEPTANCE OF A as Property Trustee By: Name: Title: WILMINGTON TRUST PREFERRED SECURITYCOMPANY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREATas Delaware Trustee By: Name: Title: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSESas Administrative Trustee ▇▇▇▇▇ ▇▇▇▇▇▇, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESas Administrative Trustee ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, as Administrative Trustee This Certificate of Trust of Actuant Corporation Capital Trust (the “Trust”), dated July 12, 2005, is being duly executed and filed by the undersigned, as trustees, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. §§ 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. WITHOUT LIMITING THE FOREGOINGPRINCIPAL FINANCIAL GROUP, BY ACCEPTANCE INC. By: _________________________________ Name: Title: 57 WILMINGTON TRUST COMPANY, as Property Trustee and Delaware Trustee By: _________________________________ Name: Title: By: _________________________________ as Administrative Trustee By: _________________________________ as Administrative Trustee Exhibit A CERTIFICATE OF A TRUST PREFERRED SECURITYOF PRINCIPAL CAPITAL II This CERTIFICATE OF TRUST of Principal Capital II (the "Trust"), EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREATis being duly executed and filed by the undersigned, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSESas trustee, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESto form a statutory trust under the Delaware Statutory Trust Act (12 Del. Code Section 3801 et seq.) (the "Act").

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING THE FOREGOINGPUBLIC SERVICE ENTERPRISE FIRST UNION NATIONAL BANK, BY ACCEPTANCE as GROUP INCORPORATED, as Depositor Property Trustee By: By: ------------------------------ ------------------------------ Name: Morton A. Plawner Name: Frank Gallagher Title: ▇▇▇▇▇▇▇▇▇ Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Morton A. Plawner, FIRST UNION BANK OF DEL▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇trative Trustee as Delaware Trustee By: ------------------------- ----------------------------- Name: Frank Gallagher Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ EXHIBIT A CERTIFICATE OF TRUST PREFERRED SECURITYOF ENTERPRISE CAPITAL TRUST III Actual Certificate of Trust will be inserted here. EXHIBIT B DTC FORM OF AGREEMENT TO BE INSERTED HERE EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE Certificate Number C-1 Number of Common Securities 185,568 Certificate Evidencing Common Securities of Enterprise Capital Trust III 7-1/4% Common Securities (liquidation amount $25 per Common Security) Enterprise Capital Trust III , EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREATa statutory business trust created under the laws of the State of Delaware (the "Trust"), FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSEShereby certifies that Public Service Enterprise Group Incorporated (the "Holder") is the registered owner of One Hundred Eighty-Five Thousand Five Hundred Sixty-Eight (185,568) common securities of the Trust representing undivided beneficial interests in the assets of the Trust and designated as the 7-1/4% Common Securities (liquidation amount $25 per Common Security) (the "Common Securities"). In accordance with Section 5.10 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESrights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of July 6, 1998 as the same may be amended from time to time (the "Trust Agreement"). The Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder.

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING EACH OF THE FOREGOINGDEPOSITOR, ADMINISTRATIVE TRUSTEES AND TRUSTEES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY ACCEPTANCE APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF A OR RELATING TO THIS TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSESAGREEMENT, THE DEBENTURES AS INDEBTEDNESS TRUST SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY. LINCOLN NATIONAL CORPORATION By: Name: Title: THE BANK OF THE COMPANY AND THE NEW YORK MELLON, as Property Trustee By: Name: Title: BNY MELLON TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESOF DELAWARE, as Delaware Trustee By: Name: Title: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Administrative Trustee ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, as Administrative Trustee This Restated Certificate of Trust of Lincoln National Capital VIII (the “Trust’) is being duly executed and filed by the undersigned, as trustee, to amend and restate the original Certificate of Trust of the Trust which was filed on March 18, 2002 (the “Original Certificate of Trust”) with the Secretary of the State of Delaware under the Delaware Statutory Trust Act (12 Delaware Code § 3801 et seq.) (the “Act”). The Original Certificate of Trust is hereby amended and restated in its entirety to read as follows:

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING MONTPELIER RE HOLDINGS LTD., as Depositor By: ----------------------------------- Name: Title: ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ as Property Trustee By: ----------------------------------- Name: Title: THE FOREGOINGBANK OF NEW YORK (DELAWARE), BY ACCEPTANCE as Delaware Trustee By: ----------------------------------- ----------------------------------- [ ], as Administrative Trustee ----------------------------------- [ ], as Administrative Trustee EXHIBIT A CERTIFICATE OF A TRUST PREFERRED SECURITYOF MRH CAPITAL TRUST II This Certificate of Trust of MRH Capital Trust II (the "Trust"), EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREATdated as of January 27, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES2004 is being duly executed and filed by the undersigned, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESas trustees, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. ss. 3801, et seq.).

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING THE FOREGOINGHARTFORD FINANCIAL SERVICES GROUP, BY ACCEPTANCE INC. By: ------------------------------ Name: Title: 57 ____________, as Property Trustee and Delaware Trustee By: ------------------------------ Name: Title: By: ------------------------------ as Administrative Trustee By: ------------------------------ as Administrative Trustee Exhibit A CERTIFICATE OF A TRUST PREFERRED SECURITYOF [_______________] This CERTIFICATE OF TRUST of [______________] (the "Trust"), EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREATis being duly executed and filed by the undersigned, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSESas trustee, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESto form a business trust under the Delaware Business Trust Act (12 Del. Code Section 3801 et seq.) (the "Act").

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING EACH OF THE FOREGOINGDEPOSITOR, ADMINISTRATIVE TRUSTEES AND TRUSTEES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY ACCEPTANCE APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF A OR RELATING TO THIS TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSESAGREEMENT, THE DEBENTURES AS INDEBTEDNESS TRUST SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY. LINCOLN NATIONAL CORPORATION By: Name: Title: THE BANK OF THE COMPANY AND THE NEW YORK MELLON, as Property Trustee By: Name: Title: BNY MELLON TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESOF DELAWARE, as Delaware Trustee By: Name: Title: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Administrative Trustee ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, as Administrative Trustee This Restated Certificate of Trust of Lincoln National Capital IX (the “Trust’) is being duly executed and filed by the undersigned, as trustee, to amend and restate the original Certificate of Trust of the Trust which was filed on March 18, 2002 (the “Original Certificate of Trust”) with the Secretary of the State of Delaware under the Delaware Statutory Trust Act (12 Delaware Code § 3801 et seq.) (the “Act”). The Original Certificate of Trust is hereby amended and restated in its entirety to read as follows:

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING MONTPELIER RE HOLDINGS LTD., as Depositor By: --------------------------------- Name: Title: ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ as Property Trustee By: ---------------------------------- Name: Title: THE FOREGOINGBANK OF NEW YORK (DELAWARE), BY ACCEPTANCE as Delaware Trustee By: ---------------------------------- ---------------------------------- [ ], as Administrative Trustee ---------------------------------- [ ], as Administrative Trustee EXHIBIT A CERTIFICATE OF A TRUST PREFERRED SECURITYOF MRH CAPITAL TRUST I This Certificate of Trust of MRH Capital Trust I (the "Trust"), EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREATdated as of January 27, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES2004 is being duly executed and filed by the undersigned, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESas trustees, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. ss. 3801, et seq.).

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING EACH OF THE FOREGOINGDEPOSITOR, ADMINISTRATIVE TRUSTEES AND TRUSTEES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY ACCEPTANCE APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF A OR RELATING TO THIS TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSESAGREEMENT, THE DEBENTURES AS INDEBTEDNESS OF TRUST SECURITIES OR THE COMPANY AND THE TRANSACTION CONTEMPLATED HEREBY. METRO BANCORP, INC. By:_______________________ Name: Title: WILMINGTON TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESCOMPANY, as Property Trustee By:________________________ Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By:________________________ Name: Title _____, as Administrative Trustee _____, as Administrative Trustee This Certificate of Trust of Metro Capital Trust ___ (the “Trust’) is being duly executed and filed by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Delaware Code § 3801 et seq.) (the “Act”).

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING EACH OF THE FOREGOINGDEPOSITOR, ADMINISTRATIVE TRUSTEES AND TRUSTEES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY ACCEPTANCE APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF A OR RELATING TO THIS TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSESAGREEMENT, THE DEBENTURES AS INDEBTEDNESS TRUST SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY. LINCOLN NATIONAL CORPORATION By: Name: Title: THE BANK OF THE COMPANY AND THE NEW YORK MELLON, as Property Trustee By: Name: Title: BNY MELLON TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESOF DELAWARE, as Delaware Trustee By: Name: Title: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Administrative Trustee ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, as Administrative Trustee This Restated Certificate of Trust of Lincoln National Capital VII (the “Trust’) is being duly executed and filed by the undersigned, as trustee, to amend and restate the original Certificate of Trust of the Trust which was filed on March 18, 2002 (the “Original Certificate of Trust”) with the Secretary of the State of Delaware under the Delaware Statutory Trust Act (12 Delaware Code § 3801 et seq.) (the “Act”). The Original Certificate of Trust is hereby amended and restated in its entirety to read as follows:

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING SOUTHWEST GAS CORPORATION, as Depositor By: Name: Title: BNY MIDWEST TRUST COMPANY, as Property Trustee By: Name: Title: THE FOREGOINGBANK OF NEW YORK (DELAWARE), BY ACCEPTANCE as Delaware Trustee By: Name: Title: THIS CERTIFICATE OF A TRUST PREFERRED SECURITYof Southwest Gas Capital II (the “Trust”), EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREATdated June 23, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES2003, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESis being duly executed and filed by the undersigned, as trustees, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C.§§3801, et seq.) (the “Act”).

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. WITHOUT LIMITING FIRST EMPIRE STATE CORPORATION, as Depositor By: ----------------------------- Name: Title: BANKERS TRUST COMPANY, as Property Trustee, and not in its individual capacity By: ----------------------------- Name: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee, and not in its individual capacity By: ----------------------------- Name: Title: Agreed to and Accepted by, ----------------------------- Name: Title: Administrator ----------------------------- Name: Title: Administrator Exhibit A CERTIFICATE OF TRUST Exhibit B FORM OF CERTIFICATE DEPOSITARY AGREEMENT Exhibit C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE FOREGOING, BY ACCEPTANCE OF A TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS DEPOSITOR OR AN AFFILIATE OF THE COMPANY DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURES.AGREEMENT Certificate Number Number of Common Securities C-__ Certificate Evidencing Common Securities of First Empire Capital Trust II 8.277% Common Securities (liquidation amount $1,000 per Common Security)

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING THE FOREGOINGACE INA HOLDINGS INC., BY ACCEPTANCE as Depositor By: Name: Title: BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as Property Trustee By: Name: Title: BANK ONE DELAWARE, INC., as Delaware Trustee By: Name: Title: ▇▇▇▇▇▇ ▇. ▇▇▇▇, as Administrative Trustee ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Administrative Trustee EXHIBIT A-1 ----------- CERTIFICATE OF A TRUST PREFERRED SECURITYOF ACE CAPITAL TRUST I This Certificate of Trust of ACE Capital Trust I (the "Trust"), EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREATdated as of May 19, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES1999, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESis being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del.C. (S) 3801. et seq.)

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN AMONG THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING THE FOREGOINGAPPALACHIAN BANCSHARES, BY ACCEPTANCE INC. AS DEPOSITOR By: ------------------------------------ Name: Title: WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE By: ------------------------------------ Name: Title: --------------------------------------- Name: Alan ▇▇▇ Title: As Administrative Trustee --------------------------------------- Name: Kent ▇. ▇▇▇▇▇▇▇ Title: As Administrative Trustee EXHIBIT A CERTIFICATE OF A TRUST PREFERRED SECURITYOF APAB CAPITAL TRUST I THIS Certificate of Trust of APAB Capital Trust I (the "Trust") is being duly executed and filed by the undersigned, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREATas trustee, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSESto form a business trust under the Delaware Business Trust Act (12 Del. C ss.3801, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESet seq.).

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. WITHOUT LIMITING THE FOREGOINGFIRST EMPIRE STATE CORPORATION, BY ACCEPTANCE as Depositor By:____________________________ Name: Title: BANKERS TRUST COMPANY, as Property Trustee and not in its individual capacity By:____________________________ Name: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee and not in its individual capacity By:____________________________ Name: Title: Subscribed to and Accepted by, as the Initial Administrators: _____________________________ [Name] _____________________________ [Name] Exhibit A CERTIFICATE OF A TRUST PREFERRED SECURITYOF FIRST EMPIRE CAPITAL TRUST I THIS CERTIFICATE OF TRUST of First Empire Capital Trust I (the "Trust"), EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREATdated January __, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES1997, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESis being duly executed and filed by Bankers Trust Company, a New York banking corporation, and Bankers Trust (Delaware), a Delaware banking corporation, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801 et seq.).

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING THE FOREGOINGPUBLIC SERVICE ENTERPRISE GROUP INCORPORATED, BY ACCEPTANCE as Depositor By: -------------------------- Name: Title: FIRST UNION NATIONAL BANK, as Property Trustee By: -------------------------- Name: Title: FIRST UNION BANK OF DELAWARE, as Delaware Trustee By: -------------------------- Name: Title: Fred F. Saunders, as Administrative Trustee ----------------------------- EXHIBIT A CERTIFICATE OF TRUST PREFERRED SECURITYOF ENTERPRISE CAPITAL TRUST I THIS CERTIFICATE OF TRUST of Enterprise Capital Trust I (the "Trust"), EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREATdated as of December 22, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES1997 is being duly executed and filed by the undersigned, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESas trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C.ss. 3801 et seq.).

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING THE FOREGOINGPRINCIPAL FINANCIAL GROUP, BY ACCEPTANCE INC. By:______________________________ Name: Title: 57 WILMINGTON TRUST COMPANY, as Property Trustee and Delaware Trustee By:______________________________ Name: Title: By:______________________________ as Administrative Trustee By:______________________________ as Administrative Trustee Exhibit A CERTIFICATE OF A TRUST PREFERRED SECURITYOF PRINCIPAL CAPITAL I This CERTIFICATE OF TRUST of Principal Capital I (the "Trust"), EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREATis being duly executed and filed by the undersigned, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSESas trustee, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESto form a statutory trust under the Delaware Statutory Trust Act (12 Del. Code Section 3801 et seq.) (the "Act").

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST PREFERRED SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST PREFERRED SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE [SUBORDINATION PROVISIONS AND OTHER OTHER] TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING THIS TRUST AGREEMENT is executed as of the date first above written. TECO FUNDING COMPANY III, LLC, as Depositor By: ----------------------------- Name: Title: THE FOREGOINGBANK OF NEW YORK, BY ACCEPTANCE as Property Trustee By: ----------------------------- Name: Title: THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee By: ----------------------------- Name: Title: TECO Energy, Inc. joins in this Trust Agreement solely for the purposes of obligating itself under Sections 2.3 and 8.6 of this Trust Agreement and not as depositor, trustee or beneficiary. TECO ENERGY, INC. By: ----------------------------- Name: Title: EXHIBIT A CERTIFICATE OF TRUST PREFERRED SECURITYOF TECO CAPITAL TRUST III This Certificate of Trust of TECO Capital Trust III (the "Trust"), EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREATdated ________, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES20__, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESis being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. WITHOUT LIMITING ACCEPTANCE INSURANCE COMPANIES INC. as Depositor By: -------------------------------- Name: Title: BANKERS TRUST COMPANY, as Property Trustee By: -------------------------------- Name: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee and not in its individual capacity By: -------------------------------- Name: Title: Subscribed to and Accepted by, as the Initial Administrators: -------------------------------- [Name] -------------------------------- [Name] EXHIBIT A [INSERT CERTIFICATE OF TRUST FILED WITH DELAWARE] EXHIBIT B [INSERT FORM OF CERTIFICATE DEPOSITARY AGREEMENT] EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR IN INTEREST TO THE FOREGOING, BY ACCEPTANCE OF A TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS DEPOSITOR OR AN AFFILIATE OF THE COMPANY DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESAGREEMENT 57 Certificate Number Number of Common Securities C-__ Certificate Evidencing Common Securities of AICI Capital Trust ____% Common Securities (liquidation amount $25 per Common Security) AICI Capital Trust, a statutory business trust formed under the laws of the State of Delaware (the "Issuer Trust"), hereby certifies that Acceptance Insurance Companies Inc. (the "Holder") is the registered owner of _________ (_____) common securities of the Issuer Trust representing undivided beneficial interests in the Issuer Trust and has designated the ____% Common Securities (liquidation amount $25 per Common Security) (the "Common Securities"). Except in accordance with Section 5.11 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof other than in accordance therewith shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Issuer Trust, dated as of August __, 1997, as the same may be amended from time to time (the "Trust Agreement") among Acceptance Insurance Companies Inc., as Depositor, Bankers Trust Company, as Property Trustee, Bankers Trust (Delaware), as Delaware Trustee, and the Holders of Trust Securities, including the designation of the terms of the Common Securities as set forth therein. The Issuer Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder. Terms used but not defined herein have the meanings set forth in the Trust Agreement.

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. WITHOUT LIMITING THE FOREGOINGFIRST EMPIRE STATE CORPORATION, BY ACCEPTANCE as Depositor By:____________________________ Name: Title: BANKERS TRUST COMPANY, as Property Trustee By:____________________________ Name: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee and not in its individual capacity By:____________________________ Name: Title: Subscribed to and Accepted by, as the Initial Administrators: _____________________________ [Name] _____________________________ [Name] Exhibit A CERTIFICATE OF A TRUST PREFERRED SECURITYOF FIRST EMPIRE CAPITAL TRUST I THIS CERTIFICATE OF TRUST of First Empire Capital Trust I (the "Trust"), EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREATdated January __, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES1997, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESis being duly executed and filed by Bankers Trust Company, a New York banking corporation, and Bankers Trust (Delaware), a Delaware banking corporation, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801 et seq.).

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING THE FOREGOINGPRINCIPAL FINANCIAL GROUP, BY ACCEPTANCE INC. By: --------------------------------- Name: Title: 57 WILMINGTON TRUST COMPANY, as Property Trustee and Delaware Trustee By: --------------------------------- Name: Title: By: --------------------------------- as Administrative Trustee By: --------------------------------- as Administrative Trustee Exhibit A CERTIFICATE OF A TRUST PREFERRED SECURITYOF PRINCIPAL CAPITAL III This CERTIFICATE OF TRUST of Principal Capital III (the "Trust"), EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREATis being duly executed and filed by the undersigned, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSESas trustee, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESto form a statutory trust under the Delaware Statutory Trust Act (12 Del. Code Section 3801 et seq.) (the "Act").

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING USF&G CORPORATION By: --------------------------- Name: Title: THE FOREGOINGBANK OF NEW YORK, BY ACCEPTANCE as P▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇: --------------------------- Name: Title: THE BANK OF A NEW YORK (DELAWARE), as Delaware Trustee By: --------------------------- Name: Title: --------------------------- J. Kendall Huber, as Administrative ▇▇▇▇▇▇▇ --------------------------- as Administrative Trustee --------------------------- as Administrative Trustee CERTIFICATE OF TRUST PREFERRED SECURITYOF USF&G Capital II THIS CERTIFICATE OF TRUST of USF&G Capital II (the "Trust"), EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREATdated December 28, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES1995, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESis being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 et seq.).

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A 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. Community Trust Bancorp, Inc. as Depositor By: __________________________________ -50- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Executive Vice President and Chief Financial Officer State Street Bank and Trust Company as Property Trustee By: __________________________________ Name: ___________________________ Title: __________________________ Wilmington Trust Company as Delaware Trustee By: __________________________________ Name: ___________________________ Title: __________________________ --------------------------------------- ▇▇▇▇ ▇. ▇▇▇▇ as Administrative Trustee --------------------------------------- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ as Administrative Trustee Exhibit "A" Certificate of Trust of CTBI Preferred Capital Trust This Certificate of Trust of the CTBI PREFERRED STOCK TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER(the "Trust"), WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENTdated March 18, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH 1997, is being duly executed and filed by WILMINGTON 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 INDENTURECOMPANY, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUSTa Delaware banking corporation, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDINGas trustee, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING THE FOREGOING, BY ACCEPTANCE OF A TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURESto form a business trust under the Delaware Business Trust Act (12 Del. C.(S) 3801 et seq.)