1 EXHIBIT 4.3 2 CERTIFICATE OF TRUST OF FIRST PREFERRED CAPITAL TRUST THIS CERTIFICATE OF TRUST OF FIRST PREFERRED CAPITAL TRUST (the "Trust"), dated as of December 12, 1996, is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, JAMES F. DIERBERG, ALLEN H. BLAKE and LAURENCE J. BROST, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.). 1. NAME. The name of the business trust formed hereby is FIRST PREFERRED CAPITAL TRUST. 2. DELAWARE TRUSTEE. The name and business address of the trustee of the Trust in the State of Delaware is Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration. 3. EFFECTIVE DATE. This Certificate of Trust shall be effective on December 16, 1996. IN WITNESS WHEREOF, the undersigned, being the sole trustees of the Trust, has executed this Certificate of Trust as of the date first above written. WILMINGTON TRUST COMPANY, as trustee By: /s/ Emmett R. Harmon ---------------------------- Name: Emmett R. Harmon Title: Vice President /s/ James F. Dierberg ------------------------------- JAMES F. DIERBERG as Trustee /s/ Allen H. Blake ------------------------------- ALLEN H. BLAKE as Trustee /s/ Laurence J. Brost ------------------------------- LAURENCE J. BROST as Trustee