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PEOPLES COMMUNITY BANCSHARES, INC.,
as Issuer
 INDENTURE
 Dated as of December 15, 2005
 WILMINGTON TRUST COMPANY,
as Trustee
 FIXED/FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST
DEBENTURES
 DUE 2035




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TABLE OF CONTENTS
 PageARTICLE I. DEFINITIONS
    
    
    1Section 1.1.
    
    Definitions
    
    
    1ARTICLE II. DEBENTURES
    
    
    8Section 2.1.
    
    Authentication and Dating
    
    
    8Section 2.2.
    
    Form of Trustees Certificate of Authentication
    
    
    9Section 2.3.
    
    Form and Denomination of Debentures
    
    
    9Section 2.4.
    
    Execution of Debentures
    
    
    9Section 2.5.
    
    Exchange and Registration of Transfer of Debentures
    
    
    10Section 2.6.
    
    Mutilated, Destroyed, Lost or Stolen Debentures
    
    
    12Section 2.7.
    
    Temporary Debentures
    
    
    12Section 2.8.
    
    Payment of Interest and Additional Interest
    
    
    13Section 2.9.
    
    Cancellation of Debentures Paid, etc
    
    
    14Section 2.10.
    
    Computation of Interest
    
    
    14Section 2.11.
    
    Extension of Interest Payment Period
    
    
    15Section 2.12.
    
    CUSIP Numbers
    
    
    16ARTICLE III. PARTICULAR COVENANTS OF THE COMPANY
    
    
    17Section 3.1.
    
    Payment of Principal, Premium and Interest; Agreed Treatment of the
Debentures
    
    
    17Section 3.2.
    
    Offices for Notices and Payments, etc
    
    
    17Section 3.3.
    
    Appointments to Fill Vacancies in Trustees Office
    
    
    18Section 3.4.
    
    Provision as to Paying Agent
    
    
    18Section 3.5.
    
    Certificate to Trustee
    
    
    19Section 3.6.
    
    Additional Sums
    
    
    19Section 3.7.
    
    Compliance with Consolidation Provisions
    
    
    19Section 3.8.
    
    Limitation on Dividends
    
    
    19Section 3.9.
    
    Covenants as to the Trust
    
    
    20Section 3.10.
    
    Additional Junior Indebtedness
    
    
    20ARTICLE IV. SECURITYHOLDERS LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
    
    
    20Section 4.1.
    
    Securityholders Lists
    
    
    20Section 4.2.
    
    Preservation and Disclosure of Lists
    
    
    21ARTICLE V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT
    
    
    22Section 5.1.
    
    Events of Default
    
    
    22Section 5.2.
    
    Payment of Debentures on Default; Suit Therefor
    
    
    23Section 5.3.
    
    Application of Moneys Collected by Trustee
    
    
    25Section 5.4.
    
    Proceedings by Securityholders
    
    
    25Section 5.5.
    
    Proceedings by Trustee
    
    
    25Section 5.6.
    
    Remedies Cumulative and Continuing; Delay or Omission Not a Waiver
    
    
    26
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PageSection 5.7.
    
    Direction of Proceedings and Waiver of Defaults by Majority of
Securityholders
    
    
    26Section 5.8.
    
    Notice of Defaults
    
    
    26Section 5.9.
    
    Undertaking to Pay Costs
    
    
    27ARTICLE VI. CONCERNING THE TRUSTEE
    
    
    27Section 6.1.
    
    Duties and Responsibilities of Trustee
    
    
    27Section 6.2.
    
    Reliance on Documents, Opinions, etc.
    
    
    28Section 6.3.
    
    No Responsibility for Recitals, etc.
    
    
    29Section 6.4.
    
    Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar
May Own Debentures
    
    
    29Section 6.5.
    
    Moneys to be Held in Trust
    
    
    29Section 6.6.
    
    Compensation and Expenses of Trustee
    
    
    29Section 6.7.
    
    Officers Certificate as Evidence
    
    
    30Section 6.8.
    
    Eligibility of Trustee
    
    
    30Section 6.9.
    
    Resignation or Removal of Trustee
    
    
    31Section 6.10.
    
    Acceptance by Successor Trustee
    
    
    32Section 6.11.
    
    Succession by Merger, etc.
    
    
    32Section 6.12.
    
    Authenticating Agents
    
    
    33ARTICLE VII. CONCERNING THE SECURITYHOLDERS
    
    
    33Section 7.1.
    
    Action by Securityholders
    
    
    33Section 7.2.
    
    Proof of Execution by Securityholders
    
    
    34Section 7.3.
    
    Who Are Deemed Absolute Owners
    
    
    34Section 7.4.
    
    Debentures Owned by Company Deemed Not Outstanding
    
    
    34Section 7.5.
    
    Revocation of Consents; Future Holders Bound
    
    
    35ARTICLE VIII. SECURITYHOLDERS MEETINGS
    
    
    35Section 8.1.
    
    Purposes of Meetings
    
    
    35Section 8.2.
    
    Call of Meetings by Trustee
    
    
    35Section 8.3.
    
    Call of Meetings by Company or Securityholders
    
    
    36Section 8.4.
    
    Qualifications for Voting
    
    
    36Section 8.5.
    
    Regulations
    
    
    36Section 8.6.
    
    Voting
    
    
    36Section 8.7.
    
    Quorum; Actions
    
    
    37ARTICLE IX. SUPPLEMENTAL INDENTURES
    
    
    37Section 9.1.
    
    Supplemental Indentures without Consent of Securityholders
    
    
    37Section 9.2.
    
    Supplemental Indentures with Consent of Securityholders
    
    
    39Section 9.3.
    
    Effect of Supplemental Indentures
    
    
    39Section 9.4.
    
    Notation on Debentures
    
    
    39Section 9.5.
    
    Evidence of Compliance of Supplemental Indenture to be Furnished to
Trustee
    
    
    40ARTICLE X. REDEMPTION OF SECURITIES
    
    
    40Section 10.1.
    
    Optional Redemption
    
    
    40Section 10.2.
    
    Special Event Redemption
    
    
    40Section 10.3.
    
    Notice of Redemption; Selection of Debentures
    
    
    40Section 10.4.
    
    Payment of Debentures Called for Redemption
    
    
    41
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PageARTICLE XI. CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE
    
    
    41Section 11.1.
    
    Company May Consolidate, etc., on Certain Terms
    
    
    41Section 11.2.
    
    Successor Entity to be Substituted
    
    
    42Section 11.3.
    
    Opinion of Counsel to be Given to Trustee
    
    
    42ARTICLE XII. SATISFACTION AND DISCHARGE OF INDENTURE
    
    
    42Section 12.1.
    
    Discharge of Indenture
    
    
    42Section 12.2.
    
    Deposited Moneys to be Held in Trust by Trustee
    
    
    43Section 12.3.
    
    Paying Agent to Repay Moneys Held
    
    
    43Section 12.4.
    
    Return of Unclaimed Moneys
    
    
    43ARTICLE XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
    
    
    43Section 13.1.
    
    Indenture and Debentures Solely Corporate Obligations
    
    
    43ARTICLE XIV. MISCELLANEOUS PROVISIONS
    
    
    44Section 14.1.
    
    Successors
    
    
    44Section 14.2.
    
    Official Acts by Successor Entity
    
    
    44Section 14.3.
    
    Surrender of Company Powers
    
    
    44Section 14.4.
    
    Addresses for Notices, etc.
    
    
    44Section 14.5.
    
    Governing Law
    
    
    44Section 14.6.
    
    Evidence of Compliance with Conditions Precedent
    
    
    44Section 14.7.
    
    Table of Contents, Headings, etc.
    
    
    45Section 14.8.
    
    Execution in Counterparts
    
    
    45Section 14.9.
    
    Separability
    
    
    45Section 14.10.
    
    Assignment
    
    
    45Section 14.11.
    
    Acknowledgment of Rights
    
    
    45ARTICLE XV. SUBORDINATION OF DEBENTURES
    
    
    45Section 15.1.
    
    Agreement to Subordinate
    
    
    45Section 15.2.
    
    Default on Senior Indebtedness
    
    
    46Section 15.3.
    
    Liquidation, Dissolution, Bankruptcy
    
    
    46Section 15.4.
    
    Subrogation
    
    
    47Section 15.5.
    
    Trustee to Effectuate Subordination
    
    
    48Section 15.6.
    
    Notice by the Company
    
    
    48Section 15.7.
    
    Rights of the Trustee; Holders of Senior Indebtedness
    
    
    48Section 15.8.
    
    Subordination May Not Be Impaired
    
    
    49Exhibit A       Form of Fixed/Floating Rate Junior Subordinated Deferrable Interest DebentureExhibit B       Form of Certificate to Trustee
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Company Trustee
  Debentures
    ARTICLE I.  DEFINITIONS
 Section 1.1. Definitions.
 Acceleration Event of Default
 Additional Interest
 Additional Junior Indebtedness provided however
 1




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Additional Sums
 Affiliate
 Authenticating Agent
 Bankruptcy Law
 Board of Directors
 Board Resolution
 Business Day
 Capital Securities pari passu provided however
 Capital Securities Guarantee
 Capital Treatment Event provided however
 2




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provided further however
 Certificate
 Common Securities pari passu provided however
 Company
 Comparable Treasury Issue
 Comparable Treasury Price
 Coupon Rate
 Debenture Debentures
 Debenture Register
 Declaration
 Default
 Defaulted Interest
 Distribution Period
 3




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Determination Date
 Event of Default
 Extension Period
 Federal Reserve
 Fixed Rate Period Remaining Life
 Indenture
 Institutional Trustee
 Interest Payment Date
 Interest Rate
 Investment Company Event
 Liquidation Amount
 Maturity Date
 Officers Certificate
 Opinion of Counsel
 4




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OTS
 outstanding,
  provided however
  Person
 Predecessor Security
 Primary Treasury Dealer
 Principal Office of the Trustee
 Quotation Agent
 Redemption Date
 Redemption Price
 5




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Reference Treasury Dealer
 Reference Treasury Dealer Quotations
 Responsible Officer
 Securities Act
 Securityholder
 Senior Indebtedness pari
passu pari passu
 6




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Special Event
 Special Redemption Date
 Special Redemption Price
 Subsidiary
 Tax Event Administrative
Action
 3-Month LIBOR
 7




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Telerate Page 3750
 Treasury Rate
 Trust
 Trust Securities
 Trustee
 ARTICLE II.  DEBENTURES
 Section 2.1. Authentication and Dating .
    8




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Section 2.2. Form of Trustees Certificate of Authentication.
   
  Section 2.3. Form and Denomination of Debentures .
 Section 2.4. Execution of Debentures .
 9




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Section 2.5. Exchange and Registration of Transfer of Debentures . Debenture Register
       10




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11




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Section 2.6. Mutilated, Destroyed, Lost or Stolen Debentures .
   Section 2.7. Temporary Debentures .
 12




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Section 2.8. Payment of Interest and Additional Interest .
 Coupon Rate
 Defaulted
Interest
 13




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provided, however
    Section 2.9. Cancellation of Debentures Paid, etc .
 Section 2.10. Computation of Interest .
 3-Month LIBOR
  14




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Determination Date
   Section 2.11. Extension of Interest Payment Period .
 15




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Extension Period Additional Interest provided however provided further, however pari passu pari passu
 Section 2.12. CUSIP Numbers .
 16




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ARTICLE III.  PARTICULAR COVENANTS OF THE COMPANY
 Section 3.1. Payment of Principal, Premium and Interest; Agreed Treatment of the Debentures.
    pari passu
 Section 3.2. Offices for Notices and Payments, etc .
 17




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provided however
 Section 3.3. Appointments to Fill Vacancies in Trustees Office.
 Section 3.4. Provision as to Paying Agent
       18




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Section 3.5. Certificate to Trustee . Exhibit B
 Section 3.6. Additional Sums . Additional Sums provided however
 Section 3.7. Compliance with Consolidation Provisions .
 Section 3.8. Limitation on Dividends . pari passu
 19




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pari passu
 Section 3.9. Covenants as to the Trust . provided however
 Section 3.10. Additional Junior Indebtedness pari passu
 ARTICLE IV.  SECURITYHOLDERS LISTS AND REPORTS  BY THE COMPANY AND THE TRUSTEE
 Section 4.1. Securityholders Lists .
   20




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Section 4.2. Preservation and Disclosure of Lists
       21




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ARTICLE V.  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS  UPON AN EVENT OF DEFAULT
 Section 5.1. Events of Default
        22




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Section 5.2. Payment of Debentures on Default; Suit Therefor .
 23




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24




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Section 5.3. Application of Moneys Collected by Trustee .
     Section 5.4. Proceedings by Securityholders .
  Section 5.5. Proceedings by Trustee .
 25




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Section 5.6. Remedies Cumulative and Continuing; Delay or Omission Not a Waiver .
 Section 5.7. Direction of Proceedings and Waiver of Defaults by Majority of Securityholders . provided however
 provided however provided further
 Section 5.8. Notice of Defaults . provided, however
 26




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Section 5.9. Undertaking to Pay Costs . provided however
 ARTICLE VI.  CONCERNING THE TRUSTEE
 Section 6.1. Duties and Responsibilities of Trustee .
     27




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Section 6.2. Reliance on Documents, Opinions, etc .
      provided however
 28




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Section 6.3. No Responsibility for Recitals, etc .
 Section 6.4. Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar
May Own Debentures .
 Section 6.5. Moneys to be Held in Trust .
 Section 6.6. Compensation and Expenses of Trustee .
 29




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Section 6.7. Officers Certificate as Evidence .
 Section 6.8. Eligibility of Trustee .
    30




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Section 6.9. Resignation or Removal of Trustee
         31




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Section 6.10. Acceptance by Successor Trustee .
     Section 6.11. Succession by Merger, etc . provided
  32




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provided however
 Section 6.12. Authenticating Agents . provided however
    ARTICLE VII.  CONCERNING THE SECURITYHOLDERS
 Section 7.1. Action by Securityholders .
 33




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provided however
 Section 7.2. Proof of Execution by Securityholders.
  Section 7.3. Who Are Deemed Absolute Owners .
 Section 7.4. Debentures Owned by Company Deemed Not Outstanding . provided
 34




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however
 Section 7.5. Revocation of Consents; Future Holders Bound .
 ARTICLE VIII.  SECURITYHOLDERS MEETINGS
 Section 8.1. Purposes of Meetings .
     Section 8.2. Call of Meetings by Trustee .
 35




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Section 8.3. Call of Meetings by Company or Securityholders .
 Section 8.4. Qualifications for Voting .
 Section 8.5. Regulations .
  provided however
 Section 8.6. Voting .
 36




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Section 8.7. Quorum; Actions. provided, however,
 provided, however,
  ARTICLE IX.  SUPPLEMENTAL INDENTURES
 Section 9.1. Supplemental Indentures without Consent of Securityholders.
 37




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provided, however;
 provided
 provided, however,
   (g)
    
    to provide for the issuance of and establish the form and terms and
conditions of the Debentures, to establish the form of any certifications required to
be furnished pursuant to the terms of this Indenture or the Debentures, or to add to
the rights of the holders of Debentures.
   38




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Section 9.2. Supplemental Indentures with Consent of Securityholders. provided, however, provided further, however, provided further, however,
    Section 9.3. Effect of Supplemental Indentures.
 Section 9.4. Notation on Debentures.
 39




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Section 9.5. Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee.
 ARTICLE X.
REDEMPTION OF SECURITIES
 Section 10.1. Optional Redemption.
 Section 10.2 Special Event Redemption. Special Redemption Date
 Section 10.3. Notice of Redemption; Selection of Debentures.
 40




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Section 10.4. Payment of Debentures Called for Redemption.
  ARTICLE XI.  CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE
 Section 11.1 Company May Consolidate, etc., on Certain Terms.
 41




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Section 11.2. Successor Entity to be Substituted.
 Section 11.3. Opinion of Counsel to be Given to Trustee.
 ARTICLE XII.  SATISFACTION AND DISCHARGE OF INDENTURE
 Section 12.1. Discharge of Indenture.
 (a)
    
    the Company shall deliver to the Trustee for cancellation all Debentures theretofore
authenticated (other than any Debentures which shall have been destroyed, lost or stolen
and which shall have been replaced or paid as provided in Section 2.6) and not theretofore
canceled, or(b)
    
    all the Debentures not theretofore canceled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become due and
payable within 1 year or are to be called for redemption within 1 year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the Company shall
deposit with the Trustee, in trust, funds, which shall be immediately due and payable,
 42




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Section 12.2. Deposited Moneys to be Held in Trust by Trustee.
 Section 12.3. Paying Agent to Repay Moneys Held.
 Section 12.4. Return of Unclaimed Moneys.
 ARTICLE XIII.  IMMUNITY OF INCORPORATORS, STOCKHOLDERS,  OFFICERS AND DIRECTORS
 Section 13.1. Indenture and Debentures Solely Corporate Obligations.
 43




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ARTICLE XIV.  MISCELLANEOUS PROVISIONS
 Section 14.1. Successors.
 Section 14.2. Official Acts by Successor Entity.
 Section 14.3. Surrender of Company Powers.
 Section 14.4. Addresses for Notices, etc.
 Section 14.5. Governing Law.
 Section 14.6. Evidence of Compliance with Conditions Precedent.
  44




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Section 14.7 Table of Contents, Headings, etc.
 Section 14.8. Execution in Counterparts.
 Section 14.9. Separability.
 Section 14.10. Assignment.
 Section 14.11 Acknowledgment of Rights.
 ARTICLE XV.  SUBORDINATION OF DEBENTURES
 Section 15.1. Agreement to Subordinate.
 45




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Section 15.2. Default on Senior Indebtedness.
  Section 15.3. Liquidation, Dissolution, Bankruptcy. pro rata
  46




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Section 15.4. Subrogation.
  47




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Section 15.5. Trustee to Effectuate Subordination.
 Section 15.6. Notice by the Company. provided, however,
  Section 15.7. Rights of the Trustee; Holders of Senior Indebtedness.
 48




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Section 15.8. Subordination May Not Be Impaired.
  Signatures appear on the following page
 49




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PEOPLES COMMUNITY BANCSHARES, INC.By

/s/
Dorothy S. BarthName:
    Dorothy S. BarthTitle:
    CFO WILMINGTON TRUST COMPANY, as TrusteeBy

/s/
Christopher J. MonigleName:
    Christopher J. MonigleTitle:
    Assistant Vice President 50




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EXHIBIT A
 FORM OF FIXED/FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST
DEBENTURE
     A-1




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A-2




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A-3




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provided, however,
 provided, however, provided further, however,
  A-4




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A-5




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PEOPLES COMMUNITY
BANCSHARES, INC.By
    
    Name:Title:
 CERTIFICATE OF AUTHENTICATION
  WILMINGTON TRUST COMPANY, as TrusteeBy:Authorized Officer A-6




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A-7




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provided however provided further
  pari
passu
 A-8




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pari passu
      A-9




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EXHIBIT B
 FORM OF CERTIFICATE TO TRUSTEE
  1.
    
    In my capacity as an officer of the Company, I would normally have knowledge
of any default by the Company during the last fiscal year in the performance of any
covenants of the Company contained in the Indenture.2.
    
    [To my knowledge, the Company is not in default in the performance of any
covenants contained in the Indenture.or, alternatively:I am aware of the default(s) in the performance of covenants in the Indentures, as specified
below.]
    Name:Title:
 B-1