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EXHIBIT 4.1
CERTIFICATE OF TRUST OF
COMMONWEALTH BANKSHARES CAPITAL TRUST I
THIS Certificate of Trust of Commonwealth Bankshares Capital Trust I
(the "Trust") is being duly executed and filed on behalf of the Trust by the
undersigned, as trustee, to form a business trust under the Delaware Business
Trust Act (12 Del. C. (S) 3801 et seq.) (the "Act").
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1. Name. The name of the business trust formed by this Certificate
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of Trust is Commonwealth Bankshares Capital Trust I.
2. Delaware Trustee. The name and business address of the trustee
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of the Trust in the State of Delaware are Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attn:
Corporate Trust Administration.
3. Effective Date. This Certificate of Trust shall be effective
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upon filing.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
of Trust in accordance with Section 3811(a)(1) of the Act.
WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as Trustee
By /s/ Wilmington Trust company
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Name:
Title: