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

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATION, as Depositor By ------------------------------------------ Gary ▇. ▇▇▇▇, ▇▇esident and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇, ▇▇ Administrative Trustee

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATION[SIGNATURE PAGE FOLLOWS] PRIVATEBANCORP, as Depositor By ------------------------------------------ Gary ▇INC. By:___________________________ Name: ▇▇▇▇, ▇▇esident and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇▇▇ Title: President WILMINGTON 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 TRUST THIS CERTIFICATE OF TRUST OF PRIVATEBANCORP CAPITAL TRUST I (the "Trust") is being duly executed and filed by Wilmington Trust Company, a Delaware banking corporation, ▇▇▇▇▇ Administrative Trustee▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇ ▇. ▇'▇▇▇▇▇, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN AMONG THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATIONMETROPOLITAN FINANCIAL CORP., as Depositor By ------------------------------------------ Gary AS DEPOSITOR By:__________________________________ Name: Davi▇ ▇. ▇▇▇▇, ▇▇esident and Chief Executive Officer ge Title: President WILMINGTON TRUST COMPANY, as Property Trustee AS PROPERTY TRUSTEE By: ------------------------------------------ :__________________________________ Name:________________________________ Title:_______________________________ _____________________________________ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary Judi▇▇ ▇. ▇▇▇▇, ▇▇ m Title: As Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇_____________________________________ Name: Davi▇ ▇. ▇▇▇▇▇, ▇▇ Title: As Administrative TrusteeTrustee EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR IN INTEREST OF METROPOLITAN FINANCIAL CORP. IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 510 OF THAT CERTAIN AMENDED AND RESTATED TRUST AGREEMENT DATED ________, 1998, AMONG METROPOLITAN FINANCIAL CORP., AS DEPOSITOR WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE, AND THE ADMINISTRATIVE TRUSTEES NAMED THEREIN CERTIFICATE NUMBER NUMBER OF COMMON SECURITIES C-_ (______) CERTIFICATE EVIDENCING COMMON SECURITIES OF METROPOLITAN CAPITAL TRUST I TRUST COMMON SECURITIES (LIQUIDATION AMOUNT $10 PER COMMON SECURITY) Metropolitan Capital Trust I, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that Metropolitan Financial Corp. (the "Holder") is the registered owner of ______ common securities of the Trust, representing beneficial interests of the Trust and designated the Trust Common Securities (liquidation amount $10 per Common Security) (the "Common Securities"). Except as provided above, the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of __________, 1998, as the same may be amended from time to time (the "Trust Agreement"), including the designation of the terms of the Common Securities as set forth therein. The Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place of business or registered office. By receipt and acceptance of this certificate, the Holder agrees to be bound by the Trust Agreement and is entitled to the benefits thereunder. By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of indirect beneficial ownership in the Debentures.

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATION, as Depositor By ------------------------------------------ Gary ▇. ▇▇▇▇, ▇▇esident and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee 52 58 INDEPENDENT BANK CORPORATION By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary /s/ Will▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇ -------------------------------------- Name: Will▇, ▇▇ Administrative Trustee▇. ▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer STATE STREET BANK AND TRUST COMPANY as Property Trustee By: /s/ Paul ▇. ▇▇▇▇▇ -------------------------------------- Name: Paul ▇. ▇▇▇▇▇ Title: Vice President WILMINGTON TRUST COMPANY as Delaware Trustee By: /s/ Norm▇ ▇▇▇▇▇ -------------------------------------- Name: Norm▇ ▇▇▇▇▇ Title: Vice President

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATIONBy:_____________________________________________ Name:___________________________________________ Title:__________________________________________ FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as Depositor By ------------------------------------------ Gary Property Trustee By:_____________________________________________ Name:___________________________________________ Title:__________________________________________ FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee By:_____________________________________________ Name:___________________________________________ Title:__________________________________________ ________________________________________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇esident and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. ▇▇▇▇, ▇▇ As Administrative Trustee --------------------------------------------- Ray ▇. ________________________________________________ ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇, As Administrative Trustee ________________________________________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, As Administrative TrusteeTrustee EXHIBIT A CERTIFICATE OF TRUST OF QUAD CITY HOLDINGS CAPITAL TRUST I THIS CERTIFICATE OF TRUST OF Quad City Holdings Capital Trust I (the "Trust"), dated April __, 1999, is being duly executed and filed by First Union Trust Company, National Association, a national banking association, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 DEL. C. Section 3801 ET SEQ.)(the "Act").

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATIONCOMMUNITY FIRST BANKSHARES, INC., as Depositor By ------------------------------------------ Gary By: --------------------------------------------------- Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇esident and Chief Executive Officer ▇▇▇ Title: President WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ --------------------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ --------------------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. ------------------------------------------------------- ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇▇▇▇▇, As Administrative Trustee ------------------------------------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, As Administrative TrusteeTrustee ------------------------------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, As Administrative Trustee Exhibit D AGREEMENT AS TO EXPENSES AND LIABILITIES AGREEMENT dated as of __________, 1997, between Community First Bankshares, Inc., a Delaware corporation ("CFB"), and CFB Capital I, a Delaware business trust (the "Trust").

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN AMONG THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATIONMETROPOLITAN FINANCIAL CORP., as Depositor By ------------------------------------------ Gary AS DEPOSITOR By: ________________________________ Name: Davi▇ ▇. ▇▇▇▇, ▇▇esident and Chief Executive Officer ge Title: President WILMINGTON TRUST COMPANY, as Property Trustee AS PROPERTY TRUSTEE By: ------------------------------------------ ________________________________ Name: ---------------------------------------- ________________________________ Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ ________________________________ ________________________________ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary Judi▇▇ ▇. ▇▇▇▇, ▇▇ m Title: As Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇________________________________ Name: Davi▇ ▇. ▇▇▇▇▇, ▇▇ Title: As Administrative TrusteeTrustee THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR IN INTEREST OF METROPOLITAN FINANCIAL CORP. IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 510 OF THAT CERTAIN AMENDED AND RESTATED TRUST AGREEMENT DATED _________, 1999, AMONG METROPOLITAN FINANCIAL CORP., AS DEPOSITOR WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE, AND THE ADMINISTRATIVE TRUSTEES NAMED THEREIN CERTIFICATE NUMBER NUMBER OF COMMON SECURITIES C-_____ (______) CERTIFICATE EVIDENCING COMMON SECURITIES OF METROPOLITAN CAPITAL TRUST II TRUST COMMON SECURITIES (LIQUIDATION AMOUNT $10 PER COMMON SECURITY) Metropolitan Capital Trust II, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that Metropolitan Financial Corp. (the "Holder") is the registered owner of _______common securities of the Trust, representing beneficial interests of the Trust and designated the Trust Common Securities (liquidation amount $10 per Common Security) (the "Common Securities"). Except as provided above, the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of ________, 1999, as the same may be amended from time to time (the "Trust Agreement"), including the designation of the terms of the Common Securities as set forth therein. The Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place of business or registered office. By receipt and acceptance of this certificate, the Holder agrees to be bound by the Trust Agreement and is entitled to the benefits thereunder. By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of indirect beneficial ownership in the Debentures.

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATIONFIRST INTERSTATE BANCSYSTEM, as Depositor By ------------------------------------------ Gary ▇INC. ▇▇▇▇, ▇▇esident and Chief Executive Officer By: --------------------------------- Name: ------------------------------- Title: ------------------------------ WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ --------------------------------- Name: ---------------------------------------- ------------------------------- Title: --------------------------------------- ------------------------------ WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ --------------------------------- Name: ---------------------------------------- ------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. ▇▇▇▇, ▇▇ ------------------------------ ------------------------------------ Name: ------------------------------- as Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ ------------------------------------ Name: ------------------------------- as Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇------------------------------------ Name: ------------------------------- as Administrative Trustee 57 EXHIBIT A CERTIFICATE OF TRUST OF FIB CAPITAL TRUST This Certificate of Trust of FIB Capital Trust (the "Trust") dated _________________,1997, ▇▇ Administrative Trusteeis being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ((S)) 3801 et seq.).

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATION, as Depositor By ------------------------------------------ Gary FCNB CORP By: ------------------------------------------------- A. ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇esident and Chief Executive Officer WILMINGTON President STATE STREET BANK AND TRUST COMPANY, COMPANY as Property Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. ------------------------------------------------- ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇, Vice President WILMINGTON TRUST COMPANY as Delaware Trustee By: ------------------------------------------------- A. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as Administrative TrusteeTrustee ------------------------------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Administrative Trustee ------------------------------------------------- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF FCNB CAPITAL TRUST THIS CERTIFICATE OF TRUST OF FCNB CAPITAL TRUST (the "Trust"), dated as of ________________, 1998, is being duly executed and filed by ____________________________, a Delaware banking corporation, ______________________, _________________ and _____________________, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATION52 SPECTRUM BANCORPORATION, INC., as Depositor By ------------------------------------------ Gary By: ---------------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇esident , Chairman and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ ---------------------------------------- Name: ---------------------------------------- ----------------------------------- Title: --------------------------------------- ---------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ ---------------------------------------- Name: ---------------------------------------- ----------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. ---------------------------------- ---------------------------------------- ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇▇, as Administrative Trustee ---------------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Administrative TrusteeTrustee ---------------------------------------- ▇▇▇▇▇ ▇▇▇▇▇, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF SPECTRUM CAPITAL TRUST II This Certificate of Trust of Spectrum Capital Trust II (the "Trust"), dated January ___, 2001, is being duly executed and filed by Wilmington Trust Company, a Delaware banking corporation, as trustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATION, THIS TRUST AGREEMENT is executed as Depositor By ------------------------------------------ Gary of the date first above written. WISCONSIN ENERGY CORPORATION By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇ ---------------------------------------- Name: ▇▇esident ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Treasurer and Chief Executive Financial Officer WILMINGTON TRUST COMPANYTHE FIRST NATIONAL BANK OF CHICAGO, as Property Trustee By: ------------------------------------------ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ---------------------------------------- Name: ---------------------------------------- ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: --------------------------------------- WILMINGTON TRUST COMPANYAssistant Vice President FIRST CHICAGO DELAWARE INC., as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ---------------------------------------- Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- TracTitle: Vice President /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ -------------------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as Administrative Trustee /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ -------------------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Administrative TrusteeTrustee EXHIBIT A CERTIFICATE OF TRUST OF WEC CAPITAL TRUST I

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATION, as Depositor By ------------------------------------------ Gary ▇. [SIGNATURE PAGE FOLLOWS] ▇▇▇▇, ▇ FINANCIAL CORPORATION By:_______________________________________ Name: ▇▇esident and Chief Executive Officer ▇▇ ▇▇▇▇ Title: President WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ :________________________________________ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ :________________________________________ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. _________________________________________ ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇▇▇▇, as Administrative Trustee _________________________________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Administrative Trustee _________________________________________ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF IFC CAPITAL TRUST II THIS CERTIFICATE OF TRUST OF IFC Capital Trust II (the "Trust") is being duly executed and filed by Wilmington Trust Company, a Delaware banking corporation, ▇▇▇▇▇▇ Administrative Trustee▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATION, as Depositor By ------------------------------------------ Gary ▇. [SIGNATURE PAGE FOLLOWS] ▇▇▇▇, ▇ FINANCIAL CORPORATION By:___________________________________________ Name: ▇▇esident and Chief Executive Officer ▇▇ ▇▇▇▇ Title: President WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ :___________________________________________ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ :___________________________________________ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. ______________________________________________ ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇▇▇▇, as Administrative Trustee ______________________________________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Administrative Trustee ___________________________________________ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF IFC CAPITAL TRUST III THIS CERTIFICATE OF TRUST OF IFC Capital Trust III (the "Trust") is being duly executed and filed by Wilmington Trust Company, a Delaware banking corporation, ▇▇▇▇▇▇ Administrative Trustee▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATION, as Depositor By ------------------------------------------ Gary ▇. ▇▇▇▇, ▇▇esident and Chief Executive Officer [SIGNATURE PAGE FOLLOWS] WINTRUST FINANCIAL CORPORATION By:________________________________________ Name: Title: WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ :________________________________________ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ :________________________________________ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. ___________________________________________ Edward J. Wehmer, As Administrative Trustee ___________________________________________ David A. Dykstra, As Administrative Trustee ___________________________________________ Randolph M. Hibben, As Administrative ▇▇▇▇, ▇▇▇ Administrative Trustee --------------------------------------------- Ray ▇. EXHIBIT A CERTIFICATE OF TRUST OF WINTRUST CAPITAL TRUST I THIS CERTIFICATE OF TRUST OF Wintrust Capital Trust I (the "Trust"), dated August 14, 1998, is being duly executed and filed by Wilmington Trust Company, a Delaware banking corporation, Edward J. Wehmer, David A. Dykstra and Randolph M. Hibben, each an in▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇, ▇▇ Administrative Trustee▇▇us▇▇▇▇, ▇▇ ▇▇▇▇ ▇ busi▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇he 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 THOSE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATION, VIB CORP as Depositor By ------------------------------------------ Gary By: /s/ HARR▇ ▇. ▇▇▇▇▇▇▇, ▇▇esident I -------------------------------------- Name: Harr▇ ▇. ▇▇▇▇▇▇▇, ▇▇I Title: Executive Vice President and Chief Executive Officer CFO 55 60 WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇/s/ JAME▇ ▇. ▇▇▇▇▇▇ -------------------------------------- Name: Jame▇ ▇. ▇▇▇▇▇▇ Title: Vice President By: /s/ RICH▇▇▇ ▇. ▇▇▇▇ -------------------------------------- Name: Rich▇▇▇ ▇. ▇▇▇▇ Title: Administrative Trustee By: /s/ DENN▇▇ ▇. ▇▇▇▇ -------------------------------------- Name: Denn▇▇ ▇. ▇▇▇▇ Title: Administrative Trustee By: /s/ HARR▇ ▇. ▇▇▇▇▇▇▇, ▇▇I -------------------------------------- Name: Harr▇ ▇. ▇▇▇▇▇▇▇, ▇▇I Title: Administrative Trustee

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

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATION, as Depositor By ------------------------------------------ Gary ▇. ▇▇▇▇, ▇▇esident and Chief Executive Officer [SIGNATURE PAGE FOLLOWS] WINTRUST FINANCIAL CORPORATION By: ---------------------------------------- Name: Title: WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ ---------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ ---------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. ------------------------------------------- ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇▇, As Administrative Trustee ------------------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, As Administrative Trustee ------------------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, As Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF WINTRUST CAPITAL TRUST II THIS CERTIFICATE OF TRUST OF Wintrust Capital Trust II (the "Trust") is being duly executed and filed by Wilmington Trust Company, a Delaware banking corporation, ▇▇▇▇▇▇ Administrative Trustee▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN AMONG THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATIONAMERICAN COMMUNITY BANCSHARES, as Depositor By ------------------------------------------ Gary ▇INC. AS DEPOSITOR By: /s/ ▇▇▇▇, ▇▇esident and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇, ▇ ------------------------------- Name: ▇▇▇▇▇ Administrative Trustee▇. ▇▇▇▇▇▇ ---------------------------- Title: President and CEO ---------------------------- WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE By: /s/ ▇▇▇▇ ▇. St. ▇▇▇▇▇ -------------------------------

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATION52 SPECTRUM BANCORPORATION, INC., as Depositor By By: ------------------------------------------ Gary ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇esident , Chairman and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇, ▇▇ Administrative Trustee----------------------------------------

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATIONACE INA HOLDINGS INC., as Depositor By ------------------------------------------ Gary By: ------------------------------------------- Name: Title: THE FIRST NATIONAL BANK OF CHICAGO, as Property Trustee By: ------------------------------------------- Name: Title: BANK ONE DELAWARE, INC., as Delaware Trustee By: ------------------------------------------- Name: Title: ------------------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇esident and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇Administrative Trustee. ------------------------------------------- ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇ as Administrative TrusteeTrustee EXHIBIT A-1 CERTIFICATE OF TRUST OF ACE CAPITAL TRUST I This Certificate of Trust of ACE Capital Trust I (the "Trust"), dated as of May 19, 1999, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del.C. ss. 3801. et seq.)

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. VECTRA BANKING FIRST EMPIRE STATE CORPORATION, as Depositor By ------------------------------------------ Gary ▇. ▇▇▇▇, ▇▇esident and Chief Executive Officer WILMINGTON By:________________________________ Name: Title: BANKERS TRUST COMPANY, as Property Trustee Trustee, and not in its individual capacity By: ------------------------------------------ :________________________________ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON BANKERS TRUST COMPANY(DELAWARE), as Delaware Trustee Trustee, and not in its individual capacity By: ------------------------------------------ :________________________________ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. ▇▇▇▇Agreed to and Accepted by, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇, ▇▇ Administrative Trustee______________________________ Name: Title: Administrator ______________________________ Name: Title: Administrator Exhibit A CERTIFICATE OF TRUST Exhibit B FORM OF CERTIFICATE DEPOSITARY AGREEMENT Exhibit C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT Certificate Number Number of Common Securities C-__ Certificate Evidencing Common Securities of First Empire Capital Trust I 8.234% Common Securities (liquidation amount $1,000 per Common Security)

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, ASSENT SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL OF THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATION, BANK UNITED FINANCIAL CORPORATION as Depositor By ------------------------------------------ Gary ▇. By:_______________________________________ Name:_____________________________________ Title:____________________________________ THE BANK OF NEW YORK as Property Trustee By:_______________________________________ Name:_____________________________________ Title:____________________________________ THE BANK OF NEW YORK (DELAWARE) as Delaware Trustee By:_______________________________________ Name:_____________________________________ Title:____________________________________ By:______________________________________ Name: ▇▇▇▇, ▇▇esident and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇, ▇▇ Administrative Trustee-------------------------------- Title: AS ADMINISTRATIVE TRUSTEE --------------------------------

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATION[SIGNATURE PAGE FOLLOWS] 61 PROSPERITY BANCSHARES, as Depositor By ------------------------------------------ Gary INC. By: ---------------------------------------- Trac▇ ▇. ▇▇▇▇, ▇▇esident and Chief Executive Officer WILMINGTON ▇ President FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as Property Trustee By: ------------------------------------------ ---------------------------------------- Name: ---------------------------------------- -------------------------------------- Title: --------------------------------------- WILMINGTON ------------------------------------- FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee By: ------------------------------------------ ---------------------------------------- Name: ---------------------------------------- -------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ------------------------------------- ------------------------------------------- Trac▇ ▇. ▇▇▇▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ------------------------------------------- Davi▇ ▇. ▇▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇------------------------------------------- Davi▇ ▇. ▇▇▇▇▇▇▇, ▇▇ Administrative TrusteeTrustee EXHIBIT A CERTIFICATE OF TRUST OF PROSPERITY CAPITAL TRUST I THIS CERTIFICATE OF TRUST OF Prosperity Capital Trust I (the "Trust"), dated October 13, 1999, is being duly executed and filed by First Union Trust Company, National Association, a national banking association, Trac▇ ▇. ▇▇▇▇▇▇▇, ▇▇vi▇ ▇▇▇▇▇▇ ▇▇▇ Davi▇ ▇▇▇▇▇▇▇▇, ▇▇ch an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.)(the "Act").

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATIONWITHOUT LIMITING THE FOREGOING, as Depositor By ------------------------------------------ Gary ▇BY ACCEPTANCE OF A PREFERRED SECURITY, EACH INITIAL AND SUBSEQUENT HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL FINANCIAL ACCOUNTING AND UNITED STATES FEDERAL INCOME TAX PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURES. ▇▇▇▇[Signatures on Next Page] FIRST BANKS, ▇▇esident and Chief Executive Officer WILMINGTON INC. By: ----------------------------------- Its: ---------------------------------- STATE STREET BANK AND TRUST COMPANYCOMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, as Property Trustee By: ------------------------------------------ Name----------------------------------- Its: ---------------------------------------- Title: --------------------------------------- ---------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name----------------------------------- Its: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ---------------------------------- ----------------------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇, as Administrative Trustee ----------------------------------------------- ▇▇▇▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇▇▇▇▇▇▇, as Administrative Trustee ----------------------------------------------- ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF FIRST PREFERRED CAPITAL TRUST II THIS CERTIFICATE OF TRUST of FIRST PREFERRED CAPITAL TRUST II (the "Trust"), dated as of _________, 2000, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ Administrative Trustee▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Delaware Code Section 3801 et seq.).

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATIONPARTNERRE FINANCE II INC., JPMORGAN CHASE BANK, as Depositor By ------------------------------------------ Gary ▇. ▇▇▇▇, ▇▇esident and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ ____________________________ By:_______________________________ Name: ---------------------------------------- Name: Title: --------------------------------------- WILMINGTON TRUST COMPANYTitle: CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. ________________________________ ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇, By:_______________________________ as Administrative Trustee Name: Title: ________________________________ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as Administrative TrusteeTrustee EXHIBIT A --------- CERTIFICATE OF TRUST OF PARTNERRE CAPITAL TRUST III

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATIONGlacier Water Services, as Depositor By ------------------------------------------ Gary Inc. By:___________________________ Name: ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇esident ▇ Title: President and Chief Executive Operating Officer WILMINGTON TRUST COMPANYWilmington Trust Company, as Property Trustee By: ------------------------------------------ :___________________________ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANYWilmington Trust Company, as Delaware Trustee By: ------------------------------------------ :___________________________ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. ______________________________ ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇, as Administrative Trustee ________________________________ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Administrative Trustee ________________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST 55 EXHIBIT B The Depository Trust Company, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ __________, 1997 Attention: __________________ General Counsel's Office Re: GLACIER WATER TRUST I ____% Cumulative Trust Preferred Securities Ladies and Gentlemen: The purpose of this letter is to set forth certain matters relating to the issuance and deposit with The Depository Trust Company ("DTC") of the GLACIER WATER TRUST I ____% Cumulative Trust Preferred Securities, (the "Trust Preferred Securities"), of GLACIER WATER TRUST I, a Delaware business trust (the "Issuer"), formed pursuant to an Amended and Restated Trust Agreement between Glacier Water Services, Inc. ("Glacier") and Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, and the Administrative Trustees named therein. The payment of distributions on the Trust Preferred Securities, and payments due upon liquidation of the Issuer or redemption of the Trust Preferred Securities, to the extent the Issuer has funds available for the payment thereof are guaranteed by Glacier to the extent set forth in a Guarantee Agreement dated ____________, 1998 by Glacier with respect to the Trust Preferred Securities. Glacier and the Issuer propose to sell the Trust Preferred Securities to certain Underwriters (the "Underwriters") pursuant to a Underwriting Agreement dated ____________, 1998 by and among the Underwriters, the Issuer and Glacier, and the Underwriters wish to take delivery of the Trust Preferred Securities through DTC. Wilmington Trust Company is acting as transfer agent and registrar with respect to the Trust Preferred Securities (the "Transfer Agent and Registrar"). To induce DTC to accept the Trust Preferred Securities as eligible for deposit at DTC, and to act in accordance with DTC's rules with respect to the Trust Preferred Securities, the Issuer, the Transfer Agent and Registrar and DTC agree among each other as follows: 1. Prior to the closing of the sale of the Trust Preferred Securities to the Underwriters, which is expected to occur on or about ____________, 1998, there shall be deposited with DTC one or more global certificates (individually and collectively, the "Global Certificate") registered in the name of DTC's Trust Preferred Securities nominee, Cede & Co., representing an aggregate of 2,600,000 Trust Preferred Securities and bearing the following legend: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 2. The Amended and Restated Trust Agreement of the Issuer provides for the voting by holders of the Trust Preferred Securities under certain limited circumstances. The Issuer shall establish a record date for such purposes and shall, to the extent possible, give DTC notice of such record date not less than 15 calendar days in advance of such record date. 3. In the event of a stock split, conversion, recapitalization, reorganization or any other similar transaction resulting in the cancellation of all or any part of the Trust Preferred Securities outstanding, the Issuer or the Transfer Agent and Registrar shall send DTC a notice of such event at least 5 business days prior to the effective date of such event. 4. In the event of distribution on, or an offering or issuance of rights with respect to, the Trust Preferred Securities outstanding, the Issuer or the Transfer Agent and Registrar shall send DTC a notice specifying: (a) the amount of and conditions, if any, applicable to the payment of any such distribution or any such offering or issuance of rights; (b) any applicable expiration or deadline date, or any date by which any action on the part of the holders of Trust Preferred Securities is required; and (c) the date any required notice is to be mailed by or on behalf of the Issuer to holders of Trust Preferred Securities or published by or on behalf of the Issuer (whether by mail or publication, the "Publication Date"). Such notice shall be sent to DTC by a secure means (e.g., legible telecopy, registered or certified mail, overnight delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business day before the Publication Date. The Issuer or the Transfer Agent and Registrar will forward such notice either in a separate secure transmission for each CUSIP number or in a secure transmission of multiple CUSIP numbers (if applicable) that includes a manifest or list of each CUSIP number submitted in that transmission. (The party sending such notice shall have a method to verify subsequently the use of such means and the timeliness of such notice.) The Publication Date shall be not less than 30 calendar days nor more than 60 calendar days prior to the payment of any such distribution or any such offering or issuance of rights with respect to the Trust Preferred Securities. After establishing the amount of payment to be made on the Trust Preferred Securities, the Issuer or the Transfer Agent and Registrar will notify DTC's Dividend Department of such payment 5 business days prior to payment date. Notices to DTC's Dividend Department by telecopy shall be sent to (▇▇▇) ▇▇▇-▇▇▇▇. Such notices by mail or by any other 57 means shall be sent to: Manager, Announcements Dividend Department The Depository Trust Company ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ The Issuer or the Transfer Agent and Registrar shall confirm DTC's receipt of such telecopy by telephoning the Dividend Department at (▇▇▇) ▇▇▇-▇▇▇▇. 5. In the event of a redemption by the Issuer of the Trust Preferred Securities, notice specifying the terms of the redemption and the Publication Date of such notice shall be sent by the Issuer or the Transfer Agent and Registrar to DTC not less than 30 calendar days prior to such event by a secure means in the manner set forth in paragraph 4. Such redemption notice shall be sent to DTC's Call Notification Department at (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇, and receipt of such notice shall be confirmed by telephoning (▇▇▇) ▇▇▇-▇▇▇▇. Notice by mail or by any other means shall be sent to: Call Notification Department The Depository Trust Company ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Garden City, New York 11530-4719 6. In the event of any invitation to tender the Trust Preferred Securities, notice specifying the terms of the tender and the Publication Date of such notice shall be sent by the Issuer or the Transfer Agent and Registrar to DTC by a secure means and in a timely manner as described in paragraph 4. Notices to DTC pursuant to this paragraph and notices of other corporate actions (including mandatory tenders, exchanges and capital changes) shall be sent, unless notification to another department is expressly provided for herein, by telecopy to DTC's Reorganization Department at (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇ and receipt of such notice shall be confirmed by telephoning (▇▇▇) ▇▇▇-▇▇▇▇, or by mail or any other means to: Manager, Reorganization Department Reorganization Window The Depository Trust Company ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ 7. All notices and payment advices sent to DTC shall contain the CUSIP number or numbers of the Trust Preferred Securities and the accompanying designation of the Trust Preferred Securities, which, as of the date of this letter, is "GLACIER WATER TRUST I ____% Cumulative Trust Preferred Securities. 8. Distribution payments or other cash payments with respect to the Trust Preferred Securities evidenced by the Global Certificate shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next day funds on each payment date (or in accordance with existing arrangements between the Issuer or the Transfer Agent and Registrar and DTC). Such payments shall be made payable to the order of Cede & Co., and shall be addressed as follows:

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATIONCOMMUNITY FIRST BANKSHARES, INC., as Depositor By ------------------------------------------ Gary By: ------------------------------------ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇esident and Chief Executive Officer ▇▇▇ Title: President WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ ------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ ------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇▇▇▇▇, As Administrative Trustee --------------------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, As Administrative Trustee --------------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, As Administrative Trustee Exhibit A CERTIFICATE OF TRUST OF CFB CAPITAL I This Certificate of Trust of CFB CAPITAL II (the "Trust"), dated October 6, 1997, is being duly executed and filed by Wilmington Trust Company, a Delaware banking corporation, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ Administrative Trustee▇. ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATIONINDEPENDENT BANKSHARES, INC., as Depositor By ------------------------------------------ Gary ▇. ▇▇▇▇By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- U.S. TRUST COMPANY OF TEXAS, ▇▇esident and Chief Executive Officer WILMINGTON TRUST COMPANYN.A., as Property Trustee By: ------------------------------------------ ---------------------------------------- Name: ---------------------------------------- -------------------------------------- Title: --------------------------------------- ------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ ---------------------------------------- Name: ---------------------------------------- -------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. ------------------------------------- ------------------------------------------- ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, as Administrative Trustee ------------------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, as Administrative Trustee ------------------------------------------- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF ----------------------- INDEPENDENT CAPITAL TRUST ------------------------- THIS Certificate of Trust of Independent Capital Trust (the "Trust) is being duly executed and filed by Wilmington Trust Company, a Delaware banking corporation, ▇▇▇▇▇ Administrative Trustee▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S)3801 et. ------- --- seq.). ----

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATIONFIRST INTERSTATE BANCSYSTEM, as Depositor By ------------------------------------------ Gary INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇ -------------------------------- Name: ▇▇esident and Chief Executive Officer ▇▇▇▇▇ ▇. ▇▇▇▇▇ ------------------------------ Title: Senior Vice President ----------------------------- WILMINGTON TRUST COMPANY, as Property Trustee By: ------------------------------------------ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -------------------------------- Name: ---------------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------------ Title: --------------------------------------- Vice President ----------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. /s/ ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ ▇. ▇▇▇▇▇, ▇ -------------------------------- Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------------ Title: Vice President ----------------------------- /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ----------------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as Administrative TrusteeTrustee /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ----------------------------------- Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as Administrative Trustee 57 /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ----------------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF FIB CAPITAL TRUST This Certificate of Trust of FIB Capital Trust (the "Trust") dated _________________,1997, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ((S)) 3801 et seq.).

Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN AMONG THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. VECTRA BANKING CORPORATIONSOUTHSIDE BANCSHARES, as Depositor By ------------------------------------------ Gary ▇. INC., AS DEPOSITOR By: --------------------------------------- Name: --------------------------------- Title: President and Chief Executive Officer U.S. TRUST COMPANY OF TEXAS, N.A., AS PROPERTY TRUSTEE By: --------------------------------------- Name: ------------------------------------ Title: ------------------------------------ WILMINGTON TRUST COMPANY AS DELAWARE TRUSTEE By: --------------------------------------- Name: ------------------------------------ Title: ------------------------------------ By: --------------------------------------- Name: Sam ▇▇▇▇, ▇▇esident and Chief Executive Officer WILMINGTON TRUST COMPANY, as Property ▇ Title: As Administrative Trustee By: ------------------------------------------ --------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- WILMINGTON TRUST COMPANY, as Delaware Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- --------------------------------------------- Gary ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Ray ▇. ▇▇▇▇, ▇▇ Administrative Trustee --------------------------------------------- Trac▇▇ Lee ▇. ▇▇▇▇▇▇ Title: As Administrative Trustee FORM OF CERTIFICATE OF TRUST OF SOUTHSIDE CAPITAL TRUST I This Certificate of Trust of Southside Capital Trust I (the "Trust") dated April 9, ▇▇ Administrative Trustee1998, is being duly executed and filed by the undersigned, as trustees, to form a business trust pursuant to the Delaware Business Trust Act, Chapter 38 of Title 12 of the Delaware Code. The undersigned, as trustees, do hereby certify as follows: