Exhibit 4 - (16) **GUARANTEE AGREEMENT****by and between****PEOPLES COMMUNITY BANCSHARES, INC.****and****WILMINGTON TRUST COMPANY****Dated as of December 15, 2005** 
 

 
**GUARANTEE AGREEMENT**          This GUARANTEE AGREEMENT (this “Guarantee”), dated as of December 15, 2005, is executed anddelivered by Peoples Community Bancshares, Inc., a Florida corporation (the “Guarantor”), andWilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), forthe benefit of the Holders (as defined herein) from time to time of the Capital Securities (asdefined herein) of Peoples Community Statutory Trust I, a Delaware statutory trust (the “Issuer”).          WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the “Declaration”), datedas of the date hereof among Wilmington Trust Company, not in its individual capacity but solely asinstitutional trustee, the administrators of the Issuer named therein, the Guarantor, as sponsor,and the holders from time to time of undivided beneficial interests in the assets of the Issuer,the Issuer is issuing on the date hereof those undivided beneficial interests, having an aggregateliquidation amount of $4,000,000.00 (the “Capital Securities”); and          WHEREAS, as incentive for the Holders to purchase the Capital Securities, the Guarantordesires irrevocably and unconditionally to agree, to the extent set forth in this Guarantee, to payto the Holders of Capital Securities the Guarantee Payments (as defined herein) and to make certainother payments on the terms and conditions set forth herein;          NOW, THEREFORE, in consideration of the purchase by each Holder of the Capital Securities,which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes anddelivers this Guarantee for the benefit of the Holders.**ARTICLE I****DEFINITIONS AND INTERPRETATION**          **Section 1.1.****Definitions and Interpretation****.**In this Guarantee, unless the contextotherwise requires:          (a) capitalized terms used in this Guarantee but not defined in the preamble above have therespective meanings assigned to them in this Section 1.1;          (b) a term defined anywhere in this Guarantee has the same meaning throughout;          (c) all references to “the Guarantee” or “this Guarantee” are to this Guarantee as modified,supplemented or amended from time to time;          (d) all references in this Guarantee to “Articles” or “Sections” are to Articles or Sectionsof this Guarantee, unless otherwise specified;          (e) terms defined in the Declaration as at the date of execution of this Guarantee have thesame meanings when used in this Guarantee, unless otherwise defined in this Guarantee or unless thecontext otherwise requires; and          (f) a reference to the singular includes the plural and vice versa.          “Affiliate” has the same meaning as given to that term in Rule 405 of the SecuritiesAct of 1933, as amended, or any successor rule thereunder.          “Beneficiaries” means any Person to whom the Issuer is or hereafter becomesindebted or liable.
 

 
          “Capital Securities” has the meaning set forth in the recitals to this Guarantee.          “Common Securities” means the common securities issued by the Issuer to the Guarantorpursuant to the Declaration.          “Corporate Trust Office” means the office of the Guarantee Trustee at which thecorporate trust business of the Guarantee Trustee shall, at any particular time, be principallyadministered, which office at the date of execution of this Guarantee is located at Rodney SquareNorth, 1100 North Market Street, Wilmington, Delaware 19890-1600, Attention: Corporate TrustAdministration.          “Covered Person” means any Holder of Capital Securities.          “Debentures” means the debt securities of the Guarantor designated the Fixed/FloatingRate Junior Subordinated Deferrable Interest Debentures due 2035 held by the Institutional Trustee(as defined in the Declaration) of the Issuer.          “Declaration Event of Default” means an “Event of Default” as defined in theDeclaration.          “Event of Default” has the meaning set forth in Section 2.4(a).          “Guarantee Payments” means the following payments or distributions, withoutduplication, with respect to the Capital Securities, to the extent not paid or made by the Issuer:(i) any accrued and unpaid Distributions (as defined in the Declaration) which are required to bepaid on such Capital Securities to the extent the Issuer shall have funds available therefor, (ii)the Redemption Price to the extent the Issuer has funds available therefor, with respect to anyCapital Securities called for redemption by the Issuer, (iii) the Special Redemption Price to theextent the Issuer has funds available therefor, with respect to Capital Securities redeemed uponthe occurrence of a Special Event, and (iv) upon a voluntary or involuntary liquidation,dissolution, winding-up or termination of the Issuer (other than in connection with thedistribution of Debentures to the Holders of the Capital Securities in exchange therefor asprovided in the Declaration), the lesser of (a) the aggregate of the liquidation amount and allaccrued and unpaid Distributions on the Capital Securities to the date of payment, to the extentthe Issuer shall have funds available therefor, and (b) the amount of assets of the Issuerremaining available for distribution to Holders in liquidation of the Issuer (in either case, the“Liquidation Distribution”).          “Guarantee Trustee” means Wilmington Trust Company, until a Successor GuaranteeTrustee has been appointed and has accepted such appointment pursuant to the terms of thisGuarantee and thereafter means each such Successor Guarantee Trustee.          “Guarantor” means Peoples Community Bancshares, Inc. and each of its successors andassigns.          “Holder” means any holder, as registered on the books and records of the Issuer, ofany Capital Securities; provided, however, that, in determining whether the Holdersof the requisite percentage of Capital Securities have given any request, notice, consent or waiverhereunder, “Holder” shall not include the Guarantor or any Affiliate of the Guarantor.          “Indemnified Person” means the Guarantee Trustee, any Affiliate of the GuaranteeTrustee, or any officers, directors, shareholders, members, partners, employees, representatives,nominees, custodians or agents of the Guarantee Trustee.          “Indenture” means the Indenture dated as of the date hereof between the Guarantor andWilmington Trust Company, not in its individual capacity but solely as trustee, and any indenture
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supplemental thereto pursuant to which the Debentures are to be issued to the institutional trusteeof the Issuer.          “Issuer” has the meaning set forth in the opening paragraph to this Guarantee.          “Liquidation Distribution” has the meaning set forth in the definition of “GuaranteePayments” herein.          “Majority in liquidation amount of the Capital Securities” means Holder(s) ofoutstanding Capital Securities, voting together as a class, but separately from the holders ofCommon Securities, of more than 50% of the aggregate liquidation amount (including the statedamount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaidDistributions to the date upon which the voting percentages are determined) of all CapitalSecurities then outstanding.          “Obligations” means any costs, expenses or liabilities (but not including liabilitiesrelated to taxes) of the Issuer other than obligations of the Issuer to pay to holders of any TrustSecurities the amounts due such holders pursuant to the terms of the Trust Securities.          “Officer’s Certificate” means, with respect to any Person, a certificate signed by oneAuthorized Officer of such Person. Any Officer’s Certificate delivered with respect to compliancewith a condition or covenant provided for in this Guarantee shall include:          (a) a statement that the officer signing the Officer’s Certificate has read thecovenant or condition and the definitions relating thereto;          (b) a brief statement of the nature and scope of the examination or investigationundertaken by the officer in rendering the Officer’s Certificate;          (c) a statement that the officer has made such examination or investigation as, insuch officer’s opinion, is necessary to enable such officer to express an informed opinionas to whether or not such covenant or condition has been complied with; and          (d) a statement as to whether, in the opinion of the officer, such condition orcovenant has been complied with.          “Person” means a legal person, including any individual, corporation, estate,partnership, joint venture, association, joint stock company, limited liability company, trust,unincorporated association, or government or any agency or political subdivision thereof, or anyother entity of whatever nature.          “Redemption Price” has the meaning set forth in the Indenture.          “Responsible Officer” means, with respect to the Guarantee Trustee, any officer withinthe Corporate Trust Office of the Guarantee Trustee including any Vice President, Assistant VicePresident, Secretary, Assistant Secretary or any other officer of the Guarantee Trustee customarilyperforming functions similar to those performed by any of the above designated officers and also,with respect to a particular corporate trust matter, any other officer to whom such matter isreferred because of that officer’s knowledge of and familiarity with the particular subject.          “Special Event” has the meaning set forth in the Indenture.          “Special Redemption Price” has the meaning set forth in the Indenture.
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          “Successor Guarantee Trustee” means a successor Guarantee Trustee possessing thequalifications to act as Guarantee Trustee under Section 3.1.          “Trust Securities” means the Common Securities and the Capital Securities.**ARTICLE II****POWERS, DUTIES AND RIGHTS OF**