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                                                                     EXHIBIT 4.3

                              CERTIFICATE OF TRUST
                                       OF
                             BAYLAKE CAPITAL TRUST I


     THIS CERTIFICATE OF TRUST OF BAYLAKE CAPITAL TRUST I (the "Trust"), is
being duly executed and filed by Wilmington Trust Company, a Delaware banking
corporation, Thomas L. Herlache, Steven D. Jennerjohn, and John A. Hauser, 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").

     1. NAME. The name of the business trust formed hereby is Baylake Capital
        Trust I.

     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 October
        25, 2000.

     IN WITNESS WHEREOF, each of the undersigned, being a trustee of the Trust,
has executed this Certificate of Trust in accordance with Section 3811(a) of the
Act.


                                WILMINGTON TRUST COMPANY, as trustee


                                By:     /s/ Donald G. MacKelcan
                                ------------------------------------------------
                                Name:    Donald G. MacKelcan
                                Title:    Vice President


                                /s/ Thomas L. Herlache
                                ------------------------------------------------
                                Thomas L. Herlache, as Administrative Trustee


                                /s/ Steven D. Jennerjohn
                                ------------------------------------------------
                                Steven D. Jennerjohn, as Administrative Trustee


                                /s/ John A. Hauser
                                ------------------------------------------------
                                John A. Hauser, as Administrative Trustee