Exhibit 4.15





ITLA CAPITAL STATUTORY TRUST VII


AMENDED AND RESTATED


TRUST AGREEMENT


AMONG


ITLA CAPITAL CORPORATION, AS DEPOSITOR


WELLS FARGO BANK, N.A., AS PROPERTY TRUSTEE


WELLS FARGO DELAWARE TRUST COMPANY, AS DELAWARE TRUSTEE,


AND


THE ADMINISTRATIVE TRUSTEES NAMED HEREIN


DATED AS OF ___________, 20__







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TABLE OF CONTENTS


			Page
			
	ARTICLE I.	DEFINITIONS		2
		Section 101.	Definitions	2


	ARTICLE II.	ESTABLISHMENT OF THE TRUST		10
		Section 201.	Name		10
		Section 202.	Office of the Delaware Trustee; Principal Place of Business		10
		Section 203.	Initial Contribution of Trust Property; Organizational
Expenses		10
		Section 204.	Issuance of the Preferred Securities.		11
		Section 205.	Issuance of the Common Securities; Subscription and Purchase of the Debentures.		11
		Section 206.	Declaration of Trust		12
		Section 207.	Authorization to Enter Into Certain Transactions		12
		Section 208.	Assets of Trust.		16
		Section 209.	Title to Trust Property.		16


	ARTICLE III.	PAYMENT ACCOUNT		16
		Section 301.	Payment Account		16


	ARTICLE IV.	DISTRIBUTIONS; REDEMPTION		16
		Section 401.	Distributions		16
		Section 402.	Redemption		17
		Section 403.	Subordination of the Common Securities		19
		Section 404.	Payment Procedures		20
		Section 405.	Tax Returns and Reports		20
		Section 406.	Payment of Taxes, Duties, Etc. of the Trust		20
		Section 407.	Payments under the Indenture		21


	ARTICLE V.	THE TRUST SECURITIES CERTIFICATES		21
		Section 501.	Initial Ownership		21
		Section 502.	The Trust Securities Certificates.		21
		Section 503.	Execution, Authentication and Delivery of the Trust
Securities Certificates		21
		Section 503A.	Global Preferred Security		22
		Section 504.	Registration of Transfer and Exchange of the Preferred
Securities Certificates		23
		Section 505.	Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates		24
		Section 506.	Persons Deemed the Securityholders		25
		Section 507.	Access to List of the Securityholders' Names and Addresses		25






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		Section 508.	Maintenance of Office or Agency.		25
		Section 509.	Appointment of the Paying Agent		25
		Section 510.	Ownership of the Common Securities by the Depositor		26
		Section 511.	The Trust Securities Certificates		26
		Section 512.	Notices		26
		Section 513.	Rights of the Securityholders		27


	ARTICLE VI.	ACTS OF THE SECURITYHOLDERS; MEETINGS; VOTING		27
		Section 601.	Limitations on Voting Rights		27
		Section 602.	Notice of Meetings		28
		Section 603.	Meetings of the Preferred Securityholders		29
		Section 604.	Voting Rights		29
		Section 605.	Proxies, Etc.		29
		Section 606.	Securityholder Action by Written Consent		30
		Section 607.	Record Date for Voting and Other Purposes		30
		Section 608.	Acts of the Securityholders		30
		Section 609.	Inspection of Records		31


	ARTICLE VII.	REPRESENTATIONS AND WARRANTIES		31
		Section 701.	Representations and Warranties of the Bank and the Property
Trustee		31
		Section 702.	Representations and Warranties of the Delaware Bank and
the Delaware		32
		Section 703.	Representations and Warranties of the Depositor		33


	ARTICLE VIII.	FORM OF THE DEBENTURE AND ORIGINAL ISSUE		34
		Section 801.	Certain Duties and Responsibilities		34
		Section 802.	Certain Notices		35
		Section 803.	Certain Rights of the Property Trustee		36
		Section 804.	Not Responsible for Recitals or Issuance of Securities		38
		Section 805.	May Hold Securities		38
		Section 806.	Compensation; Indemnity; Fees		38
		Section 807.	Corporate Property Trustee Required; Eligibility of Trustees		38
		Section 808.	Conflicting Interests		39
		Section 809.	Co-Trustees and Separate Trustee		39
		Section 810.	Resignation and Removal; Appointment of Successor		40
		Section 811.	Acceptance of Appointment by Successor		42
		Section 812.	Merger, Conversion, Consolidation or Succession to
Business		42
		Section 813.	Preferential Collection of Claims Against Depositor or Trust		43
		Section 814.	Reports by the Property Trustee		43
		Section 815.	Reports to the Property Trustee		43
		Section 816.	Evidence of Compliance with Conditions Precedent		43
		Section 817.	Number of Trustees		43
		Section 818.	Delegation of Power		44
		Section 819.	Voting		44





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	ARTICLE IX.	TERMINATION, LIQUIDATION AND MERGER		44
		Section 901.	Termination upon Expiration Date		44
		Section 902.	Early Termination		44
		Section 903.	Termination		45
		Section 904.	Liquidation		45
		Section 905.	Mergers, Consolidations, Amalgamations or Replacements
of the Trust		46


	ARTICLE X.	MISCELLANEOUS PROVISIONS		48
		Section 1001.	Limitation of Rights of the Securityholders.		48
		Section 1002.	Amendment		48
		Section 1003.	Separability		49
		Section 1004.	Governing Law		49
		Section 1005.	Payments Due on Non-Business Day		49
		Section 1006.	Successors		50
		Section 1007.	Headings		50
		Section 1008.	Reports, Notices and Demands		50
		Section 1009.	Agreement not to Petition		50
		Section 1010.	Trust Indenture Act; Conflict with Trust Indenture Act		51
		Section 1011.	Acceptance of Terms of the Trust Agreement, the Guarantee
and the Indenture.		51


	EXHIBITS			


		Exhibit A	Certificate of Trust		A-1
		Exhibit B	Form of Common Securities Certificate		B-1
		Exhibit C	Form of Expense Agreement		C-1
		Exhibit D	Form of Preferred Securities Certificate		D-1
		Exhibit E	Form of Certificate of Authentication		E-1






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CROSS-REFERENCE TABLE


	 Section of Trust

 Indenture Act of

1939, as amended

		Section of

Indenture


	310(a)(1)			807
	310(a)(2)			807
	310(a)(3)			807
	310(a)(4)			207(a)(ii)
	310(b)			808
	311(a)			813
	311(b)			813
	312(a)			507
	312(b)			507
	312(c)			507
	313(a)			814(a)
	313(a)(4)			814(b)
	313(b)			814(b)
	313(c)			1008
	313(d)			814(c)
	314(a)			815
	314(b)			Not Applicable
	314(c)(1)			816
	314(c)(2)			816
	314(c)(3)			Not Applicable
	314(d)			Not Applicable
	314(e)			101, 816
	315(a)			801(a), 803(a)
	315(b)			802, 1008
	315(c)			801(a)
	315(d)			801, 803
	316(a)(2)			Not Applicable
	316(b)			Not Applicable
	316(c)			607
	317(a)(1)			Not Applicable
	317(a)(2)			Not Applicable
	317(b)			509
	318(a)			1010



Note:   This Cross-Reference Table does not constitute part of this Agreement and shall not
affect any interpretation of any of its terms or provisions.






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AMENDED AND RESTATED TRUST AGREEMENT


            AMENDED AND RESTATED TRUST AGREEMENT, dated as of _______, 20__,
among (a) ITLA CAPITAL CORPORATION, a Delaware corporation (including any successors
or assigns, the "Depositor"), (b) WELLS FARGO BANK, N.A., a national banking association
duly organized and existing under the laws of the United States, as property trustee (the "Property
Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the
"Bank"), (c) WELLS FARGO DELAWARE TRUST COMPANY, a banking corporation duly
organized and existing under the laws of the State of Delaware, as Delaware trustee (the
"Delaware Trustee," and, in its separate corporate capacity and not in its capacity as Delaware
Trustee, the "Delaware Bank"), (d) GEORGE W. HALIGOWSKI, an individual, TIMOTHY M.
DOYLE, an individual, and DON NICKBARG, an individual, each of whose address is c/o ITLA
Capital Corporation, 888 Prospect Street, La Jolla, California 92037 (each an "Administrative
Trustee" and collectively the "Administrative Trustees") (the Property Trustee, the Delaware
Trustee and the Administrative Trustees referred to collectively as the "Trustees"), and (e) the
several Holders (as hereinafter defined).



RECITALS


            WHEREAS, the Depositor and the Delaware Trustee have heretofore duly declared and
established a statutory trust pursuant to the Delaware Statutory Trust Act (as hereinafter defined)
by the entering into of that certain Trust Agreement, dated as of November 25, 2002 (the "Original
Trust Agreement"), and by the execution and filing by the Delaware Trustee, the Depositor and
the Administrative Trustees with the Secretary of State of the State of Delaware of the Certificate
of Trust, filed on November 25, 2002, the form of which is attached as Exhibit A; and 


            WHEREAS, the Depositor, the Delaware Trustee, the Property Trustee and the
Administrative Trustees desire to amend and restate the Original Trust Agreement in its entirety
as set forth herein to provide for, among other things, (a) the issuance of the Common Securities
(as defined herein) by the Trust (as defined herein) to the Depositor; (b) the issuance and sale of
the Preferred Securities (as defined herein) by the Trust pursuant to the Underwriting Agreement
(as defined herein); (c) the acquisition by the Trust from the Depositor of all of the right, title and
interest in the Debentures (as defined herein); and (d) the appointment of the Trustees;


            NOW THEREFORE, in consideration of the agreements and obligations set forth herein
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each party, for the benefit of the other parties and for the benefit of the
Securityholders (as defined herein), hereby amends and restates the Original Trust Agreement in
its entirety and agrees as follows:






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ARTICLE I.



DEFINED TERMS


            Section 101.  Definitions. For all purposes of this Trust Agreement, except as otherwise
expressly provided or unless the context otherwise requires:


            (a)   the terms defined in this Article I have the meanings assigned to them in this
Article I and include the plural as well as the singular;


            (b)   all other terms used herein that are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them therein;


            (c)   unless the context otherwise requires, any reference to an "Article" or a "Section"
refers to an Article or a Section, as the case may be, of this Trust Agreement; and


            (d)   the words "herein", "hereof" and "hereunder" and other words of similar import
refer to this Trust Agreement as a whole and not to any particular Article, Section or other
subdivision.


            "Act" has the meaning specified in Section 608.


            "Additional Amount" means, with respect to Trust Securities of a given Liquidation
Amount and/or a given period, the amount of additional interest accrued on interest in arrears and
paid by the Depositor on a Like Amount of Debentures for such period.


            "Additional Payments" has the meaning specified in Section 1.1 of the Indenture.


            "Administrative Trustee" means each of George W. Haligowski, Timothy M. Doyle and
Don Nickbarg, solely in his capacity as Administrative Trustee of the Trust formed and
continued hereunder and not in his individual capacity, or such Administrative Trustee's
successor in interest in such capacity, or any successor trustee appointed as herein provided.


            "Affiliate" means, with respect to a specified Person, (a) any Person directly or indirectly
owning, controlling or holding with power to vote 10% or more of the outstanding voting
securities or other ownership interests of the specified Person; (b) any Person 10% or more of
whose outstanding voting securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person; (c) any Person directly or
indirectly controlling, controlled by, or under common control with the specified Person; (d) a
partnership in which the specified Person is a general partner; (e) any officer or director of the
specified Person; and (f) if the specified Person is an individual, any entity of which the specified
Person is an officer, director or general partner.


            "Authenticating Agent" means an authenticating agent with respect to the Preferred
Securities appointed by the Property Trustee pursuant to Section 503.






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            "Bank" has the meaning specified in the Preamble to this Trust Agreement.


            "Bankruptcy Event" means, with respect to any Person:


            (a)   the entry of a decree or order by a court having jurisdiction in the premises
adjudging such Person a bankrupt or insolvent, or approving as properly filed a petition seeking
liquidation or reorganization of or in respect of such Person under the United States Bankruptcy
Code of 1978, as amended, or any other similar applicable federal or state law, and the
continuance of any such decree or order unvacated and unstayed for a period of ninety (90) days;
or the commencement of an involuntary case under the United States Bankruptcy Code of 1978,
as amended, in respect of such Person, which shall continue undismissed for a period of ninety
(90) days or entry of an order for relief in such case; or the entry of a decree or order of a court
having jurisdiction in the premises for the appointment on the ground of insolvency or
bankruptcy of a receiver, custodian, liquidator, trustee or assignee in bankruptcy or insolvency of
such Person or of its property, or for the winding up or liquidation of its affairs, and such decree
or order shall have remained in force unvacated and unstayed for a period of ninety (90) days; or


            (b)   the institution by such Person of proceedings to be adjudicated a voluntary
bankrupt, or the consent by such Person to the filing of a bankruptcy proceeding against it, or the
filing by such Person of a petition or answer or consent seeking liquidation or reorganization
under the United States Bankruptcy Code of 1978, as amended, or other similar applicable
Federal or State law, or the consent by such Person to the filing of any such petition or to the
appointment on the ground of insolvency or bankruptcy of a receiver or custodian or liquidator or
trustee or assignee in bankruptcy or insolvency of such Person or of its property, or shall make a
general assignment for the benefit of creditors.


            "Bankruptcy Laws" has the meaning specified in Section 1009.


            "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Depositor to have been duly adopted by the Depositor's Board of Directors, or
such committee of the Board of Directors or officers of the Depositor to which authority to act on
behalf of the Board of Directors has been delegated, and to be in full force and effect on the date
of such certification, and delivered to the appropriate Trustee.


            "Business Day" means any day other than a Saturday or Sunday or a day on which federal
or state banking institutions in the Borough of Manhattan, the City of New York are authorized
or required by law, executive order or regulation to close, or a day on which the Corporate Trust
Office of the Property Trustee or the Corporate Trust Office of the Debenture Trustee is closed
for business.


            "Certificate Depositary Agreement" means the agreement among Depositor, Trust and
DTC, as the initial Clearing Agency, dated as of the Closing Date, in customary form, as the
same may be amended and supplemented from time to time.


            "Certificate of Trust" means the certificate of trust filed with the Secretary of State of the
State of Delaware with respect to the Trust, as amended or restated from time to time.






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            "Clearing Agency" means an organization registered as a "clearing agency" pursuant to
Section 17A of the Securities Exchange Act of 1934, as amended. DTC shall be the initial
Clearing Agency. 


            "Clearing Agency Participant" means a broker, dealer, bank or other financial institution
or other Person for whom from time to time a Clearing Agency effects book-entry transfers and
pledges of securities deposited with the Clearing Agency.


            "Closing Date" means the date of execution and delivery of this Trust Agreement.


            "Code" means the Internal Revenue Code of 1986, as amended.


            "Commission" means the Securities and Exchange Commission, as from time to time
constituted, created under the Exchange Act, or, if at any time after the execution of this
instrument such Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.


            "Common Securities Certificate" means a certificate evidencing ownership of Common
Securities, substantially in the form attached as Exhibit B.


            "Common Security" means an undivided beneficial interest in the assets of the Trust,
having a Liquidation Amount of $25 and having the rights provided therefor in this Trust
Agreement, including the right to receive Distributions and a Liquidation Distribution as
provided herein.


            "Company" means ITLA Capital Corporation, a Delaware corporation.


            "Corporate Trust Office" means the office at which, at any particular time, the corporate
trust business of the Property Trustee or the Debenture Trustee, as the case may be, shall be
principally administered, which office at the date hereof, in each such case, is located at 919
Market Street, Wilmington, Delaware 19801, Attention: Corporate Trust Department.


            "Debenture Event of Default" means an "Event of Default" as defined in Section 7.1 of
the Indenture.


            "Debenture Redemption Date" means, with respect to any Debentures to be redeemed
under the Indenture, the date fixed for redemption under the Indenture.


            "Debenture Tax Event" means a "Tax Event" as specified in Section 1.1 of the Indenture.


            "Debenture Trustee" means Wells Fargo Bank, N.A., a national banking association
organized under the laws of the United States and any successor thereto, as trustee under the
Indenture.






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            "Debentures" means the $_____________ (or $____________ if the Underwriters
exercise their Option as such term is defined in the Underwriting Agreement) aggregate principal
amount of the Depositor's ___% Subordinated Debentures due 20__, issued pursuant to the
Indenture.


            "Definitive Preferred Securities Certificates" means Preferred Securities Certificates
issued in certificated, fully registered form as provided in Section 511.


            "Delaware Bank" has the meaning specified in the Preamble to this Trust Agreement.


            "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12
Delaware Code Sections 3801 et seq. as it may be amended from time to time.


            "Delaware Trustee" means the commercial bank or trust company identified as the
"Delaware Trustee" in the Preamble to this Trust Agreement solely in its capacity as Delaware
Trustee of the Trust formed and continued hereunder and not in its individual capacity, or its
successor in interest in such capacity, or any successor trustee appointed as herein provided.


            "Depositary" means DTC or any successor thereto.


            "Depositor" has the meaning specified in the Preamble to this Trust Agreement.


            "Distribution Date" has the meaning specified in Section 401(a).


            "Distributions" means amounts payable in respect of the Trust Securities as provided in
Section 401.


            "DTC" means The Depository Trust Company.


            "Early Termination Event" has the meaning specified in Section 902.


            "Event of Default" means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):


            (a)   the occurrence of a Debenture Event of Default; or


            (b)   default by the Trust or the Property Trustee in the payment of any Distribution
when it becomes due and payable, and continuation of such default for a period of thirty (30)
days; or


            (c)   default by the Trust or the Property Trustee in the payment of any Redemption
Price of any Trust Security when it becomes due and payable; or






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            (d)   default in the performance, or breach, in any material respect, of any covenant or
warranty of the Trustees in this Trust Agreement (other than a covenant or warranty a default in
the performance of which or the breach of which is dealt with in clause (b) or (c), above) and
continuation of such default or breach for a period of sixty (60) days after there has been given,
by registered or certified mail, to the defaulting Trustee or Trustees by the Holders of at least
25% in aggregate Liquidation Amount of the Outstanding Preferred Securities a written notice
specifying such default or breach and requiring it to be remedied and stating that such notice is a
"Notice of Default" hereunder; or


            (e)   the occurrence of a Bankruptcy Event with respect to the Property Trustee and the
failure by the Depositor to appoint a successor Property Trustee within sixty (60) days thereof.


            "Exchange Act" means the Securities Exchange Act of 1934, as amended.


            "Expense Agreement" means the Agreement as to Expenses and Liabilities between the
Depositor and the Trust, substantially in the form attached as Exhibit C, as amended from time to
time.


            "Expiration Date" has the meaning specified in Section 901.


            "Extended Interest Period" has the meaning specified in Section 4.1 of the Indenture.


            "Global Preferred Securities Certificate" means a Preferred Securities Certificate
evidencing ownership of Global Preferred Securities.


            "Global Preferred Security" means a Preferred Security, the ownership and transfer of
which shall be made through book entries by a Clearing Agency as described herein.


            "Guarantee" means the Preferred Securities Guarantee Agreement executed and delivered
by the Depositor and Wells Fargo Bank, N.A., as trustee, contemporaneously with the
execution and delivery of this Trust Agreement, for the benefit of the Holders of the Preferred
Securities, as amended from time to time.


            "Indenture" means the Indenture, dated as of ___________, 20__, between the Depositor
and the Debenture Trustee, as trustee, as amended or supplemented from time to time, pertaining
to the Debentures of the Depositor.


            "Investment Company Act," means the Investment Company Act of 1940, as amended, as
in effect at the date of execution of this instrument.


            "Investment Company Event" means the receipt by the Trust and the Depositor of an
Opinion of Counsel, rendered by counsel experienced in such matters within a reasonable period
of time after the applicable occurrence, to the effect that, as a result of the occurrence of a change
in law or regulation or a change in interpretation or application of law or regulation by any
legislative body, court, governmental agency or regulatory authority (a "Change in 1940 Act
Law"), the Trust is or shall be considered an "investment company" that is required to be






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registered under the Investment Company Act, which Change in 1940 Act Law becomes
effective on or after the date of original issuance of the Preferred Securities under this Trust
Agreement.

            "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse
ownership interest, hypothecation, assignment, security interest or preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever.


            "Like Amount" means (a) with respect to a redemption of Trust Securities, Trust
Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of
Debentures to be contemporaneously redeemed in accordance with the Indenture and the
proceeds of which shall be used to pay the Redemption Price of such Trust Securities; and (b)
with respect to a distribution of Debentures to Holders of Trust Securities in connection with a
termination or liquidation of the Trust, Debentures having a principal amount equal to the
Liquidation Amount of the Trust Securities of the Holder to whom such Debentures are
distributed. Each Debenture distributed pursuant to clause (b) above shall carry with it accrued
interest in an amount equal to the accrued and unpaid interest then due on such Debenture.


            "Liquidation Amount" means the stated amount of $25 per Trust Security.


            "Liquidation Date" means the date on which Debentures are to be distributed to Holders
of Trust Securities in connection with a termination and liquidation of the Trust pursuant to
Section 904(a).


            "Liquidation Distribution" has the meaning specified in Section 904(d).


            "Officers' Certificate" means a certificate signed by the President and Chief Executive
Officer or a Senior or Executive Vice President and by the Treasurer or an Assistant Treasurer or
the Controller or an Assistant Controller or the Secretary or an Assistant Secretary of the
Depositor, and delivered to the appropriate Trustee. One of the officers signing an Officers'
Certificate given pursuant to Section 816 shall be the principal executive, financial or accounting
officer of the Depositor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Trust Agreement shall include:


            (a)   a statement that each officer signing the Officers' Certificate has read the covenant
or condition and the definitions relating thereto;


            (b)   a brief statement of the nature and scope of the examination or investigation
undertaken by each officer in rendering the Officers' Certificate;


            (c)   a statement that each such officer has made such examination or investigation as,
in such officer's opinion, is necessary to enable such officer to express an informed opinion as to
whether or not such covenant or condition has been complied with; and


            (d)   a statement as to whether, in the opinion of each such officer, such condition or
covenant has been complied with.






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            "Opinion of Counsel" means an opinion in writing of independent outside legal counsel,
who may be counsel for the Trust, the Property Trustee, the Delaware Trustee or the Depositor,
and who shall be reasonably acceptable to the Property Trustee.


            "Option" has the meaning specified in the Underwriting Agreement.


            "Original Trust Agreement" has the meaning specified in the Recitals to this Trust
Agreement.


            "Outstanding", when used with respect to the Preferred Securities, means, as of the date
of determination, all of the Preferred Securities theretofore executed and delivered under this
Trust Agreement, except:


            (a)   the Preferred Securities theretofore canceled by the Property Trustee or delivered
to the Property Trustee for cancellation;


            (b)   the Preferred Securities for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Property Trustee or any Paying Agent for the
Holders of such Preferred Securities; provided that, if such Preferred Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this Trust Agreement; and


            (c)   the Preferred Securities which have been paid or in exchange for or in lieu of
which other Preferred Securities have been executed and delivered pursuant to Sections 504, 505,
511 and 513; provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Preferred Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the Preferred Securities owned by
the Depositor, any Trustee or any Affiliate of the Depositor or any Trustee shall be disregarded
and deemed not to be Outstanding, except that (i) in determining whether any Trustee shall be
protected in relying upon any such request, demand, authorization, direction, notice, consent or
waiver, only the Preferred Securities that such Trustee knows to be so owned shall be so
disregarded; and (ii) the foregoing shall not apply at any time when all of the Outstanding
Preferred Securities are owned by the Depositor, one or more of the Trustees and/or any such
Affiliate. The Preferred Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the Administrative
Trustees the pledgee's right so to act with respect to such Preferred Securities and the pledgee is
not the Depositor or any other Obligor upon the Preferred Securities or a Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the
Depositor or any Affiliate of the Depositor. 


            "Paying Agent" means any paying agent or co-paying agent appointed pursuant to Section
509 and shall initially be the Bank.


            "Payment Account" means a segregated non-interest-bearing corporate trust account
maintained by the Property Trustee with the Bank in its trust department for the benefit of the
Securityholders in which all amounts paid in respect of the Debentures shall be held and from






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which the Property Trustee shall make payments to the Securityholders in accordance with
Sections 401 and 402.

            "Person" means any individual, corporation, partnership, joint venture, trust, limited
liability company or corporation, unincorporated organization or government or any agency or
political subdivision thereof.


            "Preferred Security" means an undivided beneficial interest in the assets of the Trust,
having a Liquidation Amount of $25 and having the rights provided therefor in this Trust
Agreement, including the right to receive Distributions and a Liquidation Distribution as
provided herein. 


            "Preferred Securities Certificate", means a certificate evidencing ownership of Preferred
Securities, substantially in the form attached as Exhibit D.


            "Property Trustee" means the commercial bank or trust company identified as the
"Property Trustee," in the Preamble to this Trust Agreement solely in its capacity as Property
Trustee of the Trust heretofore formed and continued hereunder and not in its individual
capacity, or its successor in interest in such capacity, or any successor property trustee appointed
as herein provided.


            "Redemption Date" means, with respect to any Trust Security to be redeemed, the date
fixed for such redemption by or pursuant to this Trust Agreement; provided that each Debenture
Redemption Date and the stated maturity of the Debentures shall be a Redemption Date for a
Like Amount of Trust Securities.


            "Redemption Price" means, with respect to any Trust Security, the Liquidation Amount of
such Trust Security, plus accumulated and unpaid Distributions to the Redemption Date, paid by
the Depositor upon the concurrent redemption of a Like Amount of Debentures, allocated on a
pro rata basis (based on Liquidation Amounts) among the Trust Securities.


            "Relevant Trustee" shall have the meaning specified in Section 810.


            "Securities Register" and "Securities Registrar" have the respective meanings specified in
Section 504.


            "Securityholder" or "Holder" means a Person in whose name a Trust Security is or Trust
Securities are registered in the Securities Register; any such Person is a beneficial owner within
the meaning of the Delaware Statutory Trust Act.


            "Trust" means the Delaware statutory trust continued hereby and identified on the cover
page to this Trust Agreement.


            "Trust Agreement" means this Amended and Restated Trust Agreement, as the same may
be modified, amended or supplemented in accordance with the applicable provisions hereof,
including all exhibits hereto, including, for all purposes of this Trust Agreement and any such






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modification, amendment or supplement, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this Trust Agreement and any such modification, amendment
or supplement, respectively.

            "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, as in force at
the date as of which this instrument was executed; provided, however, that in the event the Trust
Indenture Act of 1939, as amended, is amended after such date, "Trust Indenture Act" means, to
the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.


            "Trust Property" means (a) the Debentures; (b) the rights of the Property Trustee under
the Guarantee; (c) any cash on deposit in, or owing to, the Payment Account; and (d) all proceeds
and rights in respect of the foregoing and any other property and assets for the time being held or
deemed to be held by the Property Trustee pursuant to the trusts of this Trust Agreement.


            "Trust Security" means any one of the Common Securities or the Preferred Securities.


            "Trust Securities Certificate" means any one of the Common Securities Certificates or the
Preferred Securities Certificates.


            "Trustees" means, collectively, the Property Trustee, the Delaware Trustee and the
Administrative Trustees.


            "Underwriting Agreement" means the Underwriting Agreement, dated as of 


_________, 20__, among the Trust, the Depositor, ________________, _______________,
________________, _______________ and the underwriters named therein.



ARTICLE II.



ESTABLISHMENT OF THE TRUST


            Section 201.	Name. The Trust continued hereby shall be known as "ITLA Capital
Statutory Trust VII," as such name may be modified from time to time by the Administrative
Trustees following written notice to the Holders of Trust Securities and the other Trustees, in
which name the Trustees may engage in the transactions contemplated hereby, make and execute
contracts and other instruments on behalf of the Trust and sue and be sued.


            Section 202.	Office of the Delaware Trustee; Principal Place of Business. The address
of the Delaware Trustee in the State of Delaware is c/o Wells Fargo Delaware Trust Company,
919 Market Street, Wilmington, Delaware 19801, Attention: Corporate Trust Department, or
such other address in the State of Delaware as the Delaware Trustee may designate by written
notice to the Securityholders and the Depositor. The principal executive office of the Trust is c/o
ITLA Capital Corporation, 888 Prospect Street, La Jolla, California 92037, Attention: Chief
Financial Officer.


            Section 203.	Initial Contribution of Trust Property; Organizational Expenses. The
Trustees acknowledge receipt in trust from the Depositor in connection with the Original Trust






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Agreement of the sum of $10, which constituted the initial Trust Property. The Depositor shall
pay organizational expenses of the Trust as they arise or shall, upon request of any Trustee,
promptly reimburse such Trustee for any such expenses paid by such Trustee. The Depositor
shall make no claim upon the Trust Property for the payment of such expenses.

            Section 204.	Issuance of the Preferred Securities. On ________, 20__, the Depositor, on
behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the
Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with
Section 502, and deliver in accordance with the Underwriting Agreement, Preferred Securities
Certificates, registered in the name of the Persons entitled thereto, in an aggregate amount of
_________ Preferred Securities having an aggregate Liquidation Amount of $________ against
receipt of the aggregate purchase price of such Preferred Securities of $________, which amount
such Administrative Trustee shall promptly deliver to the Property Trustee. If the underwriters
exercise their over-allotment option and there is an Option Closing Date (as such term is defined
in the Underwriting Agreement), then an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 502 and deliver in accordance with the Underwriting
Agreement, Preferred Securities Certificates, registered in the name of the Persons entitled
thereto in an aggregate amount of up to __________ Preferred Securities having an aggregate
Liquidation Amount of up to $________ against receipt of the aggregate purchase price of such
Preferred Securities of up to $________, which amount such Administrative Trustee shall
promptly deliver to the Property Trustee.


            Section 205.	Issuance of the Common Securities; Subscription and Purchase of the
Debentures.


            (a)   Contemporaneously with the execution and delivery of this Trust Agreement, an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 502 and
deliver to the Depositor, Common Securities Certificates, registered in the name of the
Depositor, in an aggregate amount of ________ Common Securities having an aggregate
Liquidation Amount of $________ against payment by the Depositor of such amount.
Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust, shall subscribe
to and purchase from the Depositor Debentures, registered in the name of the Property Trustee on
behalf of the Trust and having an aggregate principal amount equal to $________, and, in
satisfaction of the purchase price for such Debentures, the Property Trustee, on behalf of the
Trust, shall deliver to the Depositor the sum of $________.


            (b)   If the underwriters exercise the Option and there is an Option Closing Date, then
an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 502
and deliver to the Depositor, Common Securities Certificates, registered in the name of the
Depositor, in an additional aggregate amount of ________ Common Securities having an
aggregate Liquidation Amount of up to $________ against payment by the Depositor of such
amount. Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust, shall
subscribe to and purchase from the Depositor, additional Debentures, registered in the name of
the Trust and having an aggregate principal amount of up to $________, and, in satisfaction of
the purchase price of such Debentures, the Property Trustee, on behalf of the Trust, shall deliver






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to the Depositor up to $________, such aggregate amount to be equal to the sum of the amounts
received from the Depositor pursuant to 205(b) and from one of the Administrative Trustees
pursuant to the last sentence of Section 204.

            Section 206.	Declaration of Trust. The exclusive purposes and functions of the Trust are
(a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the
Debentures; and (b) to engage in those activities necessary, convenient or incidental thereto. The
Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and
duties to the extent set forth herein, and the Trustees hereby accept such appointment. The
Property Trustee hereby declares that it shall hold the Trust Property in trust upon and subject to
the conditions set forth herein for the benefit of the Securityholders. The Administrative Trustees
shall have all rights, powers and duties set forth herein and in accordance with applicable law
with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The
Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Delaware Statutory Trust Act.


            Section 207.	Authorization to Enter Into Certain Transactions.


            (a)   The Trustees shall conduct the affairs of the Trust in accordance with the terms of
this Trust Agreement. Subject to the limitations set forth in paragraph (b) of this Section 207 and
Article VIII, and in accordance with the following provisions (i) and (ii), the Administrative
Trustees shall have the authority to enter into all transactions and agreements determined by the
Administrative Trustees to be appropriate in exercising the authority, express or implied,
otherwise granted to the Administrative Trustees under this Trust Agreement, and to perform all
acts in furtherance thereof, including without limitation, the following:


		            (i)   As among the Trustees, each Administrative Trustee, acting singly or
jointly, shall have the power and authority to act on behalf of the Trust with respect to the
following matters:





			            (A)  the issuance and sale of the Trust Securities and the compliance
with the Underwriting Agreement in connection therewith;



			            (B)  to cause the Trust to enter into, and to execute, deliver and perform
on behalf of the Trust, the Expense Agreement and such other agreements or
documents as may be necessary or desirable in connection with the purposes and
function of the Trust;


			            	(C)	assisting in the registration of the Preferred Securities under the
Securities Act of 1933, as amended, and under state securities or blue sky laws,
and the qualification of this Trust Agreement as a trust indenture under the Trust
Indenture Act;









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			            	(D)	assisting in the inclusion of the Preferred Securities in the Nasdaq
National Market or in the listing of the Preferred Securities on such securities
exchange or exchanges as shall be determined by the Depositor and the
registration of the Preferred Securities under the Exchange Act, and the
preparation and filing of all periodic and other reports and other documents
pursuant to the foregoing;


			            		(E)	the sending of notices (other than notices of default) and other
information regarding the Trust Securities and the Debentures to the
Securityholders in accordance with this Trust Agreement;


			            		(F)	the appointment of a Paying Agent, Authenticating Agent and
Securities Registrar in accordance with this Trust Agreement;


			            		(G)	to the extent provided in this Trust Agreement, the winding up of
the affairs of and liquidation of the Trust and the preparation, execution and filing
of the certificate of cancellation with the Secretary of State of the State of
Delaware;


			            		(H)	to take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights, franchises
and privileges as a statutory trust under the laws of the State of Delaware and of
each other jurisdiction in which such existence is necessary to protect the limited
liability of the Holders of the Preferred Securities or to enable the Trust to effect
the purposes for which the Trust was created; and


			            	(I)	the taking of any action incidental to the foregoing as the
Administrative Trustees may from time to time determine is necessary or
advisable to give effect to the terms of this Trust Agreement for the benefit of the
Securityholders (without consideration of the effect of any such action on any
particular Securityholder).





		            (ii)   As among the Trustees, the Property Trustee shall have the power, duty
and authority to act on behalf of the Trust with respect to the following matters:





			            		(A)	the establishment of the Payment Account;


			            		(B)	the receipt of the Debentures;


			            		(C)	the collection of interest, principal and any other payments made in
respect of the Debentures in the Payment Account;


			            	(D)	the distribution of amounts owed to the Securityholders in respect
of the Trust Securities in accordance with the terms of this Trust Agreement;





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			            		(E)	the exercise of all of the rights, powers and privileges of a holder
of the Debentures;


			            		(F)	the sending of notices of default and other information regarding
the Trust Securities and the Debentures to the Securityholders in accordance with
this Trust Agreement;


			            		(G)	the distribution of the Trust Property in accordance with the terms
of this Trust Agreement;


			            		(H)	to the extent provided in this Trust Agreement, the winding up of
the affairs of and liquidation of the Trust;


			            		(I)	after an Event of Default, the taking of any action incidental to the
foregoing as the Property Trustee may from time to time determine is necessary or
advisable to give effect to the terms of this Trust Agreement and protect and
conserve the Trust Property for the benefit of the Securityholders (without
consideration of the effect of any such action on any particular Securityholder);


			            		(J)	registering transfers of the Trust Securities in accordance with this
Trust Agreement; and


			            		(K)	except as otherwise provided in this Section 207(a)(ii), the
Property Trustee shall have none of the duties, liabilities, powers or the authority
of the Administrative Trustees set forth in Section 207(a)(i).




            (b)   So long as this Trust Agreement remains in effect, the Trust (or the Trustees
acting on behalf of the Trust) shall not undertake any business, activities or transaction except as
expressly provided herein or contemplated hereby. In particular, the Trustees shall not (i) acquire
any investments or engage in any activities not authorized by this Trust Agreement; (ii) sell,
assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust
Property or interests therein, including to Securityholders, except as expressly provided herein;
(iii) take any action that would cause the Trust to fail or cease to qualify as a "grantor trust" for
United States federal income tax purposes; (iv) incur any indebtedness for borrowed money or
issue any other debt; or (v) take or consent to any action that would result in the placement of a
Lien on any of the Trust Property. The Administrative Trustees shall defend all claims and
demands of all Persons at any time claiming any Lien on any of the Trust Property adverse to the
interest of the Trust or the Securityholders in their capacity as Securityholders.


            (c)   In connection with the issue and sale of the Preferred Securities, the Depositor
shall have the right and responsibility to assist the Trust with respect to, or effect on behalf of the
Trust, the following (and any actions taken by the Depositor in furtherance of the following prior
to the date of this Trust Agreement are hereby ratified and confirmed in all respects):



            	(i)   the preparation and filing by the Trust with the Commission and the
execution on behalf of the Trust of a registration statement on the appropriate form in









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relation to the Preferred Securities and the Debentures, including any amendments
thereto;

            	(ii)   the determination of the states in which to take appropriate action to
qualify or register for sale all or part of the Preferred Securities and to do any and all such
acts, other than actions which must be taken by or on behalf of the Trust, and advise the
Trustees of actions they must take on behalf of the Trust, and prepare for execution and
filing any documents to be executed and filed by the Trust or on behalf of the Trust, as
the Depositor deems necessary or advisable in order to comply with the applicable laws
of any such states;


            	(iii)   the preparation for filing by the Trust and execution on behalf of the Trust
of an application to the Nasdaq National Market or a national stock exchange or other
organization for inclusion, listing or quotation upon notice of issuance of any Preferred
Securities and to file or cause an Administrative Trustee to file thereafter with such
exchange or organization such notifications and documents as may be necessary from
time to time;


            	(iv)   the preparation for filing by the Trust with the Commission and the
execution on behalf of the Trust of a registration statement on Form 8-A relating to the
registration of the Preferred Securities under Section 12(b) or 12(g) of the Exchange Act,
including any amendments thereto;


            	(v)	the negotiation of the terms of, and the execution and delivery of, the
Underwriting Agreement providing for the sale of the Preferred Securities; and


            	(vi)	the taking of any other actions necessary or desirable to carry out any of
the foregoing activities.




            (d)   Notwithstanding anything herein to the contrary, the Administrative Trustees are
authorized and directed to conduct the affairs of the Trust and to operate the Trust so that the
Trust shall not be deemed to be an "investment company" required to be registered under the
Investment Company Act, shall be classified as a "grantor trust" and not as an association taxable
as a corporation for United States federal income tax purposes and so that the Debentures shall
be treated as indebtedness of the Depositor for United States federal income tax purposes. In this
connection, subject to Section 1002, the Depositor and the Administrative Trustees are
authorized to take any action and the Administrative Trustees are authorized to direct the
Property Trustee in writing to take any action, not inconsistent with applicable law or this Trust
Agreement, that each of the Depositor and the Administrative Trustees determines in their
discretion to be necessary or desirable for such purposes. The Property Trustee shall take any
action so directed by one or more of the Administrative Trustees.






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            Section 208.  Assets of Trust. The assets of the Trust shall consist of the Trust Property.


            Section 209.	Title to Trust Property.  Legal title to all Trust Property shall be vested at
all times in the Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee for the benefit of the Securityholders in accordance with this Trust
Agreement.


            
ARTICLE III.



PAYMENT ACCOUNT


            Section 301.	Payment Account.


            (a)   On or prior to the Closing Date, the Property Trustee shall establish the Payment
Account. The Property Trustee and any agent of the Property Trustee shall have exclusive control
and sole right of withdrawal with respect to the Payment Account for the purpose of making
deposits and withdrawals from the Payment Account in accordance with this Trust Agreement.
All monies and other property deposited or held from time to time in the Payment Account shall
be held by the Property Trustee in the Payment Account for the exclusive benefit of the
Securityholders and for distribution as herein provided, including (and subject to) any priority of
payments provided for herein.


            (b)   The Property Trustee shall deposit in the Payment Account, promptly upon
receipt, all payments of principal of or interest on, and any other payments or proceeds with
respect to, the Debentures. Amounts held in the Payment Account shall not be invested by the
Property Trustee pending distribution thereof.



ARTICLE IV.



DISTRIBUTIONS; REDEMPTION


            Section 401.	Distributions.


            (a)   Distributions on the Trust Securities shall be cumulative, and shall accumulate
whether or not there are funds of the Trust available for the payment of Distributions.
Distributions shall accumulate from the date of issuance of the Trust Securities, and, except
during any Extended Interest Period with respect to the Debentures, shall be payable quarterly in
arrears on March 31, June 30, September 30 and December 31 of each year, commencing on
___________, 20__. If any date on which a Distribution is otherwise payable on the Trust
Securities is not a Business Day, then the payment of such Distribution shall be made on the next
succeeding day that is a Business Day (and without any interest or other payment in respect of
any such delay) except that if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day (and without any reduction in
interest or any other payment in respect of any such acceleration), in each case with the same






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force and effect as if made on such date (each date on which distributions are payable in
accordance with this Section 401(a), a "Distribution Date").

            (b)   The Trust Securities represent undivided beneficial interests in the Trust Property.
Distributions on the Trust Securities shall be payable at a rate of ____% per annum of the
Liquidation Amount of the Trust Securities. The amount of Distributions payable for any full
period shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of
Distributions for any partial period shall be computed on the basis of the number of days elapsed
in a 360-day year of twelve 30-day months. During any Extended Interest Period with respect to
the Debentures, Distributions on the Preferred Securities shall be deferred for a period equal to
the Extended Interest Period. The amount of Distributions payable for any period shall include
the Additional Amounts, if any.


            (c)   Distributions on the Trust Securities shall be made by the Property Trustee solely
from the Payment Account and shall be payable on each Distribution Date only to the extent that
the Trust has funds then on hand and immediately available by 12:30 p.m. on each Distribution
Date in the Payment Account for the payment of such Distributions.


            (d)   Distributions on the Trust Securities with respect to a Distribution Date shall be
payable to the Holders thereof as they appear on the Securities Register for the Trust Securities
on the relevant record date, which shall be the 15th day of March, June, September or December
for Distributions payable on the last calendar day of the respective month; provided, however,
that for any Trust Securities held in global form, Distributions shall be payable to the Holder
thereof as of one Business Day immediately preceding the Distribution Date.


            Section 402.	Redemption.


            (a)   On each Debenture Redemption Date and at maturity of the Debentures, the Trust
shall be required to redeem a Like Amount of Trust Securities at the Redemption Price.


            (b)   Notice of redemption shall be given by the Property Trustee by first-class mail,
postage prepaid, mailed not less than thirty (30) nor more than sixty (60) days prior to the
Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address
appearing in the Securities Register. The Property Trustee shall have no responsibility for the
accuracy of any CUSIP number contained in such notice. All notices of redemption shall state:



            	(i)   the Redemption Date;


            	(ii)   the Redemption Price;


            	(iii)   the CUSIP number;


            	(iv)   if less than all the outstanding Trust Securities are to be redeemed, the
identification and the aggregate Liquidation Amount of the particular Trust Securities to
be redeemed;








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            	(v)	that, on the Redemption Date, the Redemption Price shall become due and
payable upon each such Trust Security to be redeemed and that Distributions thereon
shall cease to accumulate on and after said date, except as provided in Section 402(d);
and


            	(vi)	the place or places at which Trust Securities are to be surrendered for the
payment of the Redemption Price.





            (c)   The Trust Securities redeemed on each Redemption Date shall be redeemed at the
Redemption Price with the proceeds from the contemporaneous redemption of the Debentures.
Redemptions of the Trust Securities shall be made and the Redemption Price shall be payable on
each Redemption Date only to the extent that the Trust has immediately available funds then on
hand and available in the Payment Account for the payment of such Redemption Price.


            (d)   If the Trust gives a notice of redemption in respect of any Preferred Securities,
then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 402(c),
the Property Trustee, subject to Section 402(c), shall, with respect to Preferred Securities held in
global form, deposit with the Clearing Agency for such Preferred Securities, to the extent
available therefor, funds sufficient to pay the applicable Redemption Price and will give such
Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the
Holders of the Preferred Securities. With respect to Trust Securities that are not held in global
form, the Property Trustee, subject to Section 402(c), shall deposit with the Paying Agent funds
sufficient to pay the applicable Redemption Price and shall give the Paying Agent irrevocable
instructions and authority to pay the Redemption Price to the record holders thereof upon
surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions
payable on or prior to the Redemption Date for any Trust Securities called for redemption shall
be payable to the Holders of such Trust Securities as they appear on the Securities Register for
the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of
redemption shall have been given and funds deposited as required, then upon the date of such
deposit, (i) all rights of Securityholders holding Trust Securities so called for redemption shall
cease, except the right of such Securityholders to receive the Redemption Price, but without
interest, (ii) such Trust Securities shall cease to be Outstanding, (iii) the Clearing Agency for the
Preferred Securities or its nominee, as the registered Holder of the Global Preferred Securities
Certificate, shall receive a registered global certificate or certificates representing the Debentures
to be delivered upon such distribution with respect to Preferred Securities held by the Clearing
Agency or its nominee, and (iv) any Trust Securities Certificates not held by the Clearing Agency
for the Preferred Securities or its nominee as specified in clause (iii) above will be deemed to
represent Debentures having a principal amount equal to the stated Liquidation Amount of the
Trust Securities represented thereby and bearing accrued and unpaid interest in an amount equal
to the accumulated and unpaid Distributions on such Trust Securities until such certificates are
presented to the Securities Registrar for transfer or reissuance. In the event that any date on
which any Redemption Price is payable is not a Business Day, then payment of the Redemption
Price payable on such date shall be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay) except that, if such Business
Day is in the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day (and without any reduction of interest or any other payment in respect of






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any such acceleration), in each case with the same force and effect as if made on such date. In the
event that payment of the Redemption Price in respect of any Trust Securities called for
redemption is improperly withheld or refused and not paid either by the Trust or by the Depositor
pursuant to the Guarantee, Distributions on such Trust Securities shall continue to accumulate, at
the then applicable rate, from the Redemption Date originally established by the Trust for such
Trust Securities to the date such Redemption Price is actually paid, in which case the actual
payment date shall be the date fixed for redemption for purposes of calculating the Redemption
Price.

            (e)   Payment of the Redemption Price on the Trust Securities shall be made to the
record holders thereof as they appear on the Securities Register for the Trust Securities on the
relevant record date, which shall be the date fifteen (15) days prior to the relevant Redemption
Date; provided, however, that for any Trust Securities held in global form, the Redemption Price
shall be payable to the holder thereof as of one Business Day immediately preceding the relevant
Redemption Date.


            (f)   Subject to Section 403(a), if less than all the Outstanding Trust Securities are to
be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities
to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the
Common Securities and the Preferred Securities. The particular Preferred Securities to be
redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the
Property Trustee from the Outstanding Preferred Securities not previously called for redemption,
by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions (equal to such
Liquidation Amount or an integral multiple of such Liquidation Amount in excess thereof) of the
Liquidation Amount of the Preferred Securities of a denomination larger than such Liquidation
Amount. The Property Trustee shall promptly notify the Securities Registrar in writing of the
Preferred Securities selected for redemption and, in the case of any Preferred Securities selected
for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this
Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption
of the Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be
redeemed only in part, to the portion of the Liquidation Amount of the Preferred Securities which
has been or is to be redeemed.


            Section 403.	Subordination of the Common Securities.


            (a)   Payment of Distributions (including Additional Amounts, if applicable) on, and
the Redemption Price of, the Trust Securities, as applicable, shall be made, subject to Section
402(f), pro rata among the Common Securities and the Preferred Securities based on the
Liquidation Amount of the Trust Securities; provided, however, that if on any Distribution Date
or Redemption Date any Event of Default resulting from a Debenture Event of Default shall have
occurred and be continuing, no payment of any Distribution (including Additional Amounts, if
applicable) on, or Redemption Price of, any Common Security, and no other payment on account
of the redemption, liquidation or other acquisition of the Common Securities, shall be made
unless payment in full in cash of all accumulated and unpaid Distributions (including Additional
Amounts, if applicable) on all Outstanding Preferred Securities for all Distribution periods






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terminating on or prior thereto, or in the case of payment of the Redemption Price the full
amount of such Redemption Price on all Outstanding Preferred Securities then called for
redemption, shall have been made or provided for, and all funds immediately available to the
Property Trustee shall first be applied to the payment in full in cash of all Distributions
(including Additional Amounts, if applicable) on, or the Redemption Price of, the Preferred
Securities then due and payable.

            (b)   In the case of the occurrence of any Event of Default resulting from a Debenture
Event of Default, the Holder of the Common Securities shall be deemed to have waived any right
to act with respect to any such Event of Default under this Trust Agreement until the effect of all
such Events of Default with respect to the Preferred Securities shall have been cured, waived or
otherwise eliminated. Until any such Event of Default under this Trust Agreement with respect to
the Preferred Securities shall have been so cured, waived or otherwise eliminated, the Property
Trustee shall act solely on behalf of the Holders of the Preferred Securities and not the Holder of
the Common Securities, and only the Holders of the Preferred Securities shall have the right to
direct the Property Trustee to act on their behalf.


            Section 404.	Payment Procedures. Payments of Distributions (including Additional
Amounts, if applicable) in respect of the Preferred Securities shall be made by check mailed to
the address of the Person entitled thereto as such address shall appear on the Securities Register
or, if the Preferred Securities are held by a Clearing Agency, such Distributions shall be made to
the Clearing Agency in immediately available funds, which will credit the relevant accounts on
the applicable Distribution Dates. Payments in respect of the Common Securities shall be made
in such manner as shall be mutually agreed between the Property Trustee and the Common
Securityholder.


            Section 405.	Tax Returns and Reports. The Administrative Trustees shall prepare (or
cause to be prepared), at the Depositor's expense, and file all United States federal, state and local
tax and information returns and reports required to be filed by or in respect of the Trust. In this
regard, the Administrative Trustees shall (a) prepare and file (or cause to be prepared and filed)
the appropriate Internal Revenue Service form required to be filed in respect of the Trust in each
taxable year of the Trust; and (b) prepare and furnish (or cause to be prepared and furnished) to
each Securityholder the appropriate Internal Revenue Service forms required to be furnished to
such Securityholder or the information required to be provided on such forms. The
Administrative Trustees shall provide the Depositor with a copy of all such returns and reports
promptly after such filing or furnishing. The Property Trustee shall comply with United States
federal withholding and backup withholding tax laws and information reporting requirements
with respect to any payments to the Securityholders under the Trust Securities.


            Section 406.	Payment of Taxes, Duties, Etc. of the Trust. Upon receipt under the
Debentures of Additional Payments, the Property Trustee, at the direction of an Administrative
Trustee or the Depositor, shall promptly pay any taxes, duties or governmental charges of
whatsoever nature (other than withholding taxes) imposed on the Trust by the United States or
any other taxing authority.






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            Section 407.	Payments under the Indenture. Any amount payable hereunder to any
Holder of Preferred Securities shall be reduced by the amount of any corresponding payment
such Holder has directly received under the Indenture pursuant to Section 513(b) or (c) hereof.



ARTICLE V.


THE TRUST SECURITIES CERTIFICATES


            Section 501.	Initial Ownership. Upon the creation of the Trust and the contribution by
the Depositor pursuant to Section 203 and until the issuance of the Trust Securities, and at any
time during which no Trust Securities are Outstanding, the Depositor shall be the sole beneficial
owner of the Trust.


            Section 502.	The Trust Securities Certificates. The Preferred Securities Certificates
shall be issued in minimum denominations of the Liquidation Amount and integral multiples of
such Liquidation Amount in excess thereof, and the Common Securities Certificates shall be
issued in denominations of the Liquidation Amount and integral multiples thereof. The Trust
Securities Certificates shall be executed on behalf of the Trust by manual or facsimile signature
of at least one Administrative Trustee. The Trust Securities Certificates bearing the manual or
facsimile signatures of individuals who were, at the time when such signatures shall have been
affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the
benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not
hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a
Trust Securities Certificate shall become a Securityholder, and shall be entitled to the rights and
subject to the obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 504, 511 and 513.


            Section 503.	Execution, Authentication and Delivery of the Trust Securities
Certificates.


            (a)   On the Closing Date and, if applicable, the Option Closing Date, as such term is
defined in the Underwriting Agreement, the Administrative Trustees shall cause Trust Securities
Certificates, in an aggregate Liquidation Amount as provided in Sections 204 and 205, to be
executed on behalf of the Trust by the manual or facsimile signature of at least one of the
Administrative Trustees and delivered to or upon the written order of the Depositor, signed by its
Chief Executive Officer, President, any Managing Director or Senior or Executive Vice
President, the Treasurer or any Assistant Treasurer without further corporate action by the
Depositor, in authorized denominations.


            (b)   A Preferred Securities Certificate shall not be valid until authenticated by the
manual signature of an authorized signatory of the Property Trustee in substantially the form of
Exhibit E hereto. The signature shall be conclusive evidence that the Preferred Securities
Certificate has been authenticated under this Trust Agreement. Each Preferred Security
Certificate shall be dated the date of its authentication.







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            (c)   Upon the written order of the Trust signed by one of the Administrative Trustees,
the Property Trustee shall authenticate and make available for delivery the Preferred Securities
Certificates.


            (d)   The Property Trustee may appoint an Authenticating Agent acceptable to the Trust
to authenticate the Preferred Securities. An Authenticating Agent may authenticate the Preferred
Securities whenever the Property Trustee may do so. Each reference in this Trust Agreement to
authentication by the Property Trustee includes authentication by such agent. An Authenticating
Agent has the same rights as the Property Trustee to deal with the Depositor or the Trust.


            Section 503A.	Global Preferred Security.


            (a)   Any Global Preferred Security issued under this Trust Agreement shall be
registered in the name of the nominee of the Clearing Agency and delivered to such custodian
therefor, and such Global Preferred Security shall constitute a single Preferred Security for all
purposes of this Trust Agreement.


            (b)   Notwithstanding any other provision in this Trust Agreement, no Global Preferred
Security may be exchanged for Preferred Securities registered in the names of persons other than
the Depositary or its nominee unless (i) the Depositary notifies the Administrative Trustees and
Property Trustee in writing that it is unwilling or unable to continue as a depositary for such
Global Preferred Securities and the Depositor is unable to locate a qualified successor depositary,
(ii) the Depositor executes and delivers to the Administrative Trustees and Property Trustee a
written order stating that it elects to terminate the book-entry system through the Depositary or
(iii) there shall have occurred and be continuing a Debenture Event of Default.


            (c)   If a Preferred Security is to be exchanged in whole or in part for a beneficial
interest in a Global Preferred Security, then either (i) such Global Preferred Security shall be so
surrendered for exchange or cancellation as provided in this Article V or (ii) the Liquidation
Amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so
exchanged or cancelled, or equal to the Liquidation Amount of such other Preferred Securities to
be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate
adjustment made on the records of the Securities Registrar, whereupon the Property Trustee, in
accordance with the rules and procedures of the Depositary for such Global Preferred Security
(the "Applicable Procedures"), shall instruct the Clearing Agency or its authorized representative
to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a
Global Preferred Security by the Clearing Agency, accompanied by registration instructions, the
Administrative Trustees shall execute and the Property Trustee shall, subject to Section 504(b)
and as otherwise provided in this Article V, authenticate and deliver any Preferred Securities
issuable in exchange for such Global Preferred Security (or any portion thereof) in accordance
with the instructions of the Clearing Agency. The Property Trustee shall not be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall be fully protected
in relying on, such instructions.


            (d)   Every Preferred Security executed, authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, a Global Preferred Security or any portion thereof,







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whether pursuant to this Article V or otherwise, shall be executed, authenticated and delivered in
the form of, and shall be, a Global Preferred Security, unless such Global Preferred Security is
registered in the name of a Person other than the Clearing Agency for such Global Preferred
Security or a nominee thereof.

            (e)   The Clearing Agency or its nominee, as the registered owner of a Global Preferred
Security, shall be considered the Holder of the Preferred Securities represented by such Global
Preferred Security for all purposes under this Trust Agreement and the Preferred Securities, and
owners of beneficial interests in such Global Preferred Security shall hold such interests pursuant
to the Applicable Procedures and, except as otherwise provided herein, shall not be entitled to
receive physical delivery of any such Preferred Securities in definitive form and shall not be
considered the Holders thereof under this Trust Agreement. Accordingly, any such owner's
beneficial interest in the Global Preferred Securities shall be shown only on, and the transfer of
such interest shall be effected only through, records maintained by the Clearing Agency or its
nominee. Neither the Property Trustee, the Securities Registrar nor the Depositor shall have any
liability in respect of any transfers effected by the Clearing Agency.


            (f)   The rights of owners of beneficial interests in a Global Preferred Security shall be
exercised only through the Clearing Agency and shall be limited to those established by law and
agreements between such owners and the Clearing Agency.


            Section 504.	Registration of Transfer and Exchange of the Preferred Securities
Certificates.


            (a)   The Depositor shall keep or cause to be kept, at the office or agency maintained
pursuant to Section 508, a register or registers for the purpose of registering the Trust Securities
Certificates and, subject to the provisions of Section 503A, transfers and exchanges of the
Preferred Securities Certificates (herein referred to as the "Securities Register") in which the
registrar designated by the Depositor (the "Securities Registrar"), subject to such reasonable
regulations as it may prescribe, shall provide for the registration of the Preferred Securities
Certificates and the Common Securities Certificates (subject to Section 510 in the case of the
Common Securities Certificates) and registration of transfers and exchanges of the Preferred
Securities Certificates as herein provided. The Property Trustee shall be the initial Securities
Registrar.


            (b)   Subject to the provisions of Section 503A, upon surrender for registration of
transfer of any Preferred Securities Certificate at the office or agency maintained pursuant to
Section 508, the Administrative Trustees or any one of them shall execute and deliver, in the
name of the designated transferee or transferees, one or more new Preferred Securities
Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date
of execution by the manual or facsimile signature of such Administrative Trustee or Trustees.
The Securities Registrar shall not be required to register the transfer of any of the Preferred
Securities that have been called for redemption. At the option of a Holder, the Preferred
Securities Certificates may be exchanged for other Preferred Securities Certificates in authorized
denominations of the same class and of a like aggregate Liquidation Amount upon surrender of







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the Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant
to Section 508.

            (c)   Every Preferred Securities Certificate presented or surrendered for registration of
transfer or exchange, subject to the provisions of Section 503A, shall be accompanied by a
written instrument of transfer in form satisfactory to the Property Trustee and the Securities
Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Preferred
Securities Certificate surrendered for registration of transfer or exchange shall be canceled and
subsequently disposed of by the Property Trustee in accordance with its customary practice. The
Trust shall not be required to (i) issue, register the transfer of, or exchange any of the Preferred
Securities during a period beginning at the opening of business 15 calendar days before the date
of mailing of a notice of redemption of any of the Preferred Securities called for redemption and
ending at the close of business on the day of such mailing; or (ii) register the transfer of or
exchange any of the Preferred Securities so selected for redemption, in whole or in part, except
the unredeemed portion of any such Preferred Securities being redeemed in part.


            (d)   No service charge shall be made for any registration of transfer or exchange of
Preferred Securities Certificates, subject to the provisions of Section 503A, but the Securities
Registrar may require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of the Preferred Securities
Certificates.


            (e)   Preferred Securities may only be transferred, in whole or in part, in accordance
with the terms and conditions set forth in this Trust Agreement. Any transfer or purported
transfer of any Preferred Security not made in accordance with this Trust Agreement shall be null
and void. A Preferred Security that is not a Global Preferred Security may be transferred, in
whole or in part, to a Person who takes delivery in the form of another Preferred Security that is
not a Global Preferred Security as provided in Section 504(a). A beneficial interest in a Global
Preferred Security may be exchanged for a Preferred Security that is not a Global Preferred
Security only as provided in Section 503A.


            Section 505.	Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates. If (a)
any mutilated Trust Securities Certificate shall be surrendered to the Securities Registrar, or if the
Securities Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of
any Trust Securities Certificate; and (b) there shall be delivered to the Securities Registrar, the
Property Trustee and the Administrative Trustees such security or indemnity as may be required
by them to save each of them harmless, then in the absence of notice that such Trust Securities
Certificate shall have been acquired by a bona fide purchaser, the Administrative Trustees, or any
one of them, on behalf of the Trust shall execute and make available for delivery, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust
Securities Certificate of like class, tenor and denomination. In connection with the issuance of
any new Trust Securities Certificate under this Section 505, the Administrative Trustees or the
Securities Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate Trust
Securities Certificate issued pursuant to this Section 505 shall constitute conclusive evidence of







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an undivided beneficial interest in the assets of the Trust, as if originally issued, whether or not
the lost, stolen or destroyed Trust Securities Certificate shall be found at any time.

            Section 506.	Persons Deemed the Securityholders. The Trustees, the Paying Agent and
the Securities Registrar shall treat the Person in whose name any Trust Securities Certificate shall
be registered in the Securities Register as the owner of such Trust Securities Certificate for the
purpose of receiving Distributions and for all other purposes whatsoever, and neither the Trustees
nor the Securities Registrar shall be bound by any notice to the contrary.


            Section 507.	Access to List of the Securityholders' Names and Addresses. At any time
when the Property Trustee is not also acting as the Securities Registrar, the Administrative
Trustees or the Depositor shall furnish or cause to be furnished to the Property Trustee (a) within
five Business Days of March 15, June 15, September 15 and December 15 in each year, a list, in
such form as the Property Trustee may reasonably require, of the names and addresses of the
Securityholders as of the most recent record date; and (b) promptly after receipt by any
Administrative Trustee or the Depositor of a request therefor from the Property Trustee in order
to enable the Property Trustee to discharge its obligations under this Trust Agreement, in each
case to the extent such information is in the possession or control of the Administrative Trustees
or the Depositor and is not identical to a previously supplied list or has not otherwise been
received by the Property Trustee in its capacity as Securities Registrar. The rights of the
Securityholders to communicate with other Securityholders with respect to their rights under this
Trust Agreement or under the Trust Securities, and the corresponding rights of the Trustee shall
be as provided in the Trust Indenture Act. Each Holder, by receiving and holding a Trust
Securities Certificate, and each owner shall be deemed to have agreed not to hold the Depositor,
the Property Trustee or the Administrative Trustees accountable by reason of the disclosure of its
name and address, regardless of the source from which such information was derived.


            Section 508.	Maintenance of Office or Agency. The Administrative Trustees shall
maintain in a location or locations designated by the Administrative Trustees, an office or offices
or agency or agencies where the Preferred Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon the Trustees in
respect of the Trust Securities Certificates may be served. The Administrative Trustees initially
designate the Corporate Trust Office of the Property Trustee, Wilmington Trust Company, as the
principal corporate trust office for such purposes. The Administrative Trustees shall give prompt
written notice to the Depositor and to the Securityholders of any change in the location of the
Securities Register or any such office or agency.


            Section 509.	Appointment of the Paying Agent. The Paying Agent shall initially be the
Property Trustee, and any co-paying agent chosen by the Property Trustee must be acceptable to
the Administrative Trustees and the Depositor. The Paying Agent shall make Distributions to the
Securityholders from the Payment Account and shall report the amounts of such Distributions to
the Property Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable
power to withdraw funds from the Payment Account for the purpose of making the Distributions
referred to above. The Administrative Trustees may revoke such power and remove the Paying
Agent if such Trustees determine in their sole discretion that the Paying Agent shall have failed
to perform its obligations under this Trust Agreement in any material respect. Any Person acting







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as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days' written notice
to the Administrative Trustees, the Property Trustee and the Depositor. In the event that the
Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or
its authority to act be revoked, the Administrative Trustees shall appoint a successor (which shall
be a bank or trust company) that is acceptable to the Property Trustee and the Depositor to act as
the Paying Agent. The Administrative Trustees shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Administrative Trustees to execute and deliver to the
Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall
agree with the Trustees that as Paying Agent, such successor Paying Agent or additional Paying
Agent shall hold all sums, if any, held by it for payment to the Securityholders in trust for the
benefit of the Securityholders entitled thereto until such sums shall be paid to such
Securityholders. The Paying Agent shall return all unclaimed funds to the Property Trustee and,
upon removal of a Paying Agent, such Paying Agent shall also return all funds in its possession
to the Property Trustee. The provisions of Sections 801, 803 and 806 shall apply to the Property
Trustee also in its role as the Paying Agent, for so long as the Property Trustee shall act as Paying
Agent and, to the extent applicable, to any other Paying Agent appointed hereunder. Any
reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless
the context requires otherwise.

            Section 510.	Ownership of the Common Securities by the Depositor. On the Closing
Date, the Depositor shall acquire and retain beneficial and record ownership of the Common
Securities. To the fullest extent permitted by law, any attempted transfer of the Common
Securities (other than a transfer in connection with a merger or consolidation of the Depositor
into another corporation pursuant to Section 12.1 of the Indenture) shall be void. The
Administrative Trustees shall cause each Common Securities Certificate issued to the Depositor
to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE".


            Section 511.	The Trust Securities Certificates.


            (a)   Each owner shall receive a Preferred Securities Certificate representing such
owner's interest in such Preferred Securities. Upon the issuance of the Preferred Securities
Certificates, the Trustees shall recognize the record holders of the Preferred Securities
Certificates as the Securityholders. The Preferred Securities Certificates shall be issued in the
form of one or more fully registered Global Preferred Securities Certificates which will be
deposited with or on behalf of the Clearing Agency and registered in the name of the Clearing
Agency's nominee. Unless and until it is exchangeable in whole or in part for the Preferred
Securities in definitive form, a global security may not be transferred except as a whole by the
Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to
the Clearing Agency or another nominee of the Clearing Agency or by the Clearing Agency or
any such nominee to a successor of such Clearing Agency or a nominee of such successor.


            (b)   A single Common Securities Certificate representing the Common Securities shall
be issued to the Depositor in the form of a definitive Common Securities Certificate.


            Section 512.	Notices. To the extent that a notice or other communication to the Holders
is required under this Trust Agreement, for so long as Preferred Securities are represented by a






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Global Preferred Securities Certificate, the Trustees shall give all such notices and
communications specified herein to be given to the Clearing Agency, and shall have no
obligation to provide notice to the owners of the beneficial interest in the Global Preferred
Securities.

            Section 513.	Rights of the Securityholders.


            (a)   The legal title to the Trust Property is vested exclusively in the Property Trustee
(in its capacity as such) in accordance with Section 209, and the Securityholders shall not have
any right or title therein other than the undivided beneficial interest in the assets of the Trust
conferred by their Trust Securities and they shall have no right to call for any partition or division
of property, profits or rights of the Trust except as described below. The Trust Securities shall be
personal property giving only the rights specifically set forth therein and in this Trust Agreement.
The Trust Securities shall have no preemptive or similar rights. When issued and delivered to
Holders of the Preferred Securities against payment of the purchase price therefor, the Preferred
Securities shall be fully paid and nonassessable interests in the Trust. The Holders of the
Preferred Securities, in their capacities as such, shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware.


            (b)   For so long as any of the Preferred Securities remain Outstanding, if, upon a
Debenture Event of Default, the Debenture Trustee fails or the holders of not less than
twenty-five percent (25%) in principal amount of the outstanding Debentures fail to declare the
principal of all of the Debentures to be immediately due and payable, the Holders of at least
twenty-five percent (25%) in Liquidation Amount of the Preferred Securities then Outstanding
shall have such right by a notice in writing to the Depositor and the Debenture Trustee; and upon
any such declaration such principal amount of and the accrued interest on all of the Debentures
shall become immediately due and payable, provided that the payment of principal and interest
on such Debentures shall remain subordinated to the extent provided in the Indenture.


            (c)   For so long as any of the Preferred Securities remain Outstanding, upon a
Debenture Event of Default arising from the failure to pay interest or principal on the
Debentures, the Holders of any of the Preferred Securities then Outstanding shall, to the fullest
extent permitted by law, have the right to directly institute proceedings for enforcement of
payment to such Holders of principal of or interest on the Debentures having a principal amount
equal to the Liquidation Amount of the Preferred Securities of such Holders.



ARTICLE VI.



ACTS OF THE SECURITYHOLDERS; MEETINGS; VOTING


            Section 601.	Limitations on Voting Rights.


            (a)   Except as provided in this Section 601, in Sections 513, 810 and 1002 and in the
Indenture and as otherwise set forth in the Guarantee or required by law, no record Holder of






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Preferred Securities shall have any right to vote or in any manner otherwise control the
administration, operation and management of the Trust or the obligations of the parties hereto;
nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates,
be construed so as to constitute the Securityholders from time to time as partners or members of
an association.

            (b)   So long as any Debentures are held by the Property Trustee, on behalf of the
Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding
for any remedy available to the Debenture Trustee, or executing any trust or power conferred on
the Debenture Trustee with respect to such Debentures; (ii) waive any past default which is
waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a
declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to
any amendment, modification or termination of the Indenture or the Debentures, where such
consent shall be required, without, in each case, obtaining the prior approval of the Holders of at
least a majority in Liquidation Amount of all the Outstanding Preferred Securities; provided,
however, that where a consent under the Indenture would require the consent of each holder of
outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee
without the prior written consent of each holder of the Preferred Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote of the Holders of the
Outstanding Preferred Securities, except when authorized by a subsequent vote of the Holders of
the Outstanding Preferred Securities. The Property Trustee shall notify each holder of the
Outstanding Preferred Securities of any notice of default received from the Debenture Trustee
with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the
expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect
that the Trust shall continue to be classified as a grantor trust and not as an association taxable as
a corporation for United States federal income tax purposes on account of such action.


            (c)   If any proposed amendment to the Trust Agreement provides for, or the Trustees
otherwise propose to effect, (i) any action that would adversely affect in any material respect the
powers, preferences or special rights of the holders of the Preferred Securities, whether by way of
amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or
termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the
Holders of the Outstanding Preferred Securities as a class shall be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective except with the
approval of the Holders of at least a Majority in Liquidation Amount of the Outstanding
Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such
amendment, the Trust would cease to be classified as a grantor trust or would be classified as an
association taxable as a corporation for United States federal income tax purposes.


            Section 602. Notice of Meetings. Notice of all meetings of the Preferred Securityholders,
stating the time, place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 1008 to each Preferred Securityholder of record, at his or her registered
address, at least fifteen (15) days and not more than ninety (90) days before the meeting. At any
such meeting, any business properly before the meeting may be so considered whether or not







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stated in the notice of the meeting. Any adjourned meeting may be held as adjourned without
further notice.

            Section 603.	Meetings of the Preferred Securityholders.


            (a)   No annual meeting of the Securityholders is required to be held. The
Administrative Trustees, however, shall call a meeting of the Securityholders to vote on any
matter in respect of which the Preferred Securityholders are entitled to vote upon the written
request of the Preferred Securityholders of twenty-five percent (25%) of the Outstanding
Preferred Securities (based upon their aggregate Liquidation Amount) and the Administrative
Trustees or the Property Trustee may, at any time in their discretion, call a meeting of the
Preferred Securityholders to vote on any matters as to which the Preferred Securityholders are
entitled to vote.


            (b)   The Preferred Securityholders of record of fifty percent (50%) of the Outstanding
Preferred Securities (based upon their aggregate Liquidation Amount), present in person or by
proxy, shall constitute a quorum at any meeting of the Securityholders.


            (c)   If a quorum is present at a meeting, an affirmative vote by the Preferred
Securityholders of record present, in person or by proxy, holding more than a majority of the
Preferred Securities (based upon their aggregate Liquidation Amount) held by the Preferred
Securityholders of record present, either in person or by proxy, at such meeting shall constitute
the action of the Securityholders, unless this Trust Agreement requires a greater number of
affirmative votes.


            Section 604.	Voting Rights. The Securityholders shall be entitled to one vote for each
dollar value of Liquidation Amount represented by their Trust Securities (with any fractional
multiple thereof rounded up or down as the case may be to the closest integral multiple) in
respect of any matter as to which such Securityholders are entitled to vote (and such dollar value
shall be $25 per Preferred Security until such time, if any, as the Liquidation Amount is changed
as provided herein).


            Section 605.	Proxies, Etc. At any meeting of the Securityholders, any Securityholder
entitled to vote thereat may vote by proxy, provided that no proxy, shall be voted at any meeting
unless it shall have been placed on file with the Administrative Trustees, or with such other
officer or agent of the Trust as the Administrative Trustees may direct, for verification prior to
the time at which such vote shall be taken. Only Holders shall be entitled to vote. When Trust
Securities are held jointly by several persons, any one of them may vote at any meeting in person
or by proxy in respect of such Trust Securities, but if more than one of them shall be present at
such meeting in person or by proxy, and such joint owners or their proxies so present disagree as
to any vote to be cast, such vote shall not be received in respect of such Trust Securities. A proxy
purporting to be executed by or on behalf of a Securityholder shall be deemed valid unless
challenged at or prior to its exercise, and, the burden of proving invalidity shall rest on the
challenger. No proxy shall be valid more than three years after its date of execution.







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            Section 606.	Securityholder Action by Written Consent. Any action which may be taken
by the Securityholders at a meeting may be taken without a meeting if the Securityholders
holding more than a majority of all of the Outstanding Trust Securities (based upon their
aggregate Liquidation Amount) entitled to vote in respect of such action (or such larger
proportion thereof as shall be required by any express provision of this Trust Agreement) shall
consent to the action in writing.


            Section 607.	Record Date for Voting and Other Purposes. For the purposes of
determining the Securityholders who are entitled to notice of and to vote at any meeting or by
written consent, or to participate in any Distribution on the Trust Securities in respect of which a
record date is not otherwise provided for in this Trust Agreement, or for the purpose of any other
action, the Administrative Trustees or the Property Trustee may from time to time fix a date, not
more than 90 days prior to the date of any meeting of the Securityholders or the payment of
Distribution or other action, as the case may be, as a record date for the determination of the
identity of the Securityholders of record for such purposes.


            Section 608.	Acts of the Securityholders.


            (a)   Any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Trust Agreement to be given, made or taken by the
Securityholders may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Securityholders in person or by an agent duly appointed in writing;
and, except as otherwise expressly provided herein, such action shall become effective when
such instrument or instruments are delivered to an Administrative Trustee. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Securityholders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Trust Agreement and (subject to Section 801) conclusive in favor of the
Trustees, if made in the manner provided in this Section 608.


            (b)   The fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by a certificate of a notary
public or other officer authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him or her the execution thereof.
Where such execution is by a signer acting in a capacity other than his or her individual capacity,
such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact
and date of the execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which any Trustee receiving the
same deems sufficient.


            (c)   The ownership of the Preferred Securities shall be proved by the Securities
Register.


            (d)   Any request, demand, authorization, direction, notice, consent, waiver or other
Act of the Securityholder of any Trust Security shall bind every future Securityholder of the same
Trust Security and the Securityholder of every Trust Security issued upon the registration of







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transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Trustees or the Trust in reliance thereon, whether or not notation of
such action is made upon such Trust Security.

            (e)   Without limiting the foregoing, a Securityholder entitled hereunder to take any
action hereunder with regard to any particular Trust Security may do so with regard to all or any
part of the Liquidation Amount of such Trust Security or by one or more duly appointed agents
each of which may do so pursuant to such appointment with regard to all or any part of such
Liquidation Amount.


            (f)   A Securityholder may institute a legal proceeding directly against the Depositor
under the Guarantee to enforce its rights under the Guarantee without first instituting a legal
proceeding against the Guarantee Trustee (as defined in the Guarantee), the Trust or any Person.


            Section 609.	Inspection of Records. Upon reasonable notice to the Administrative
Trustees and the Property Trustee, the records of the Trust shall be open to inspection at the
principal executive office of the Trustee (as indicated in Section 202) to Holders of the Trust
Securities during normal business hours for any purpose reasonably related to such
Securityholder's interest as a Securityholder.



ARTICLE VII.



REPRESENTATIONS AND WARRANTIES


            Section 701.	Representations and Warranties of the Bank and the Property Trustee. The
Bank and the Property Trustee, each severally on behalf of and as to itself, as of the date hereof,
and each successor Property Trustee at the time of the successor Property Trustee's acceptance of
its appointment as Property Trustee hereunder (in the case of a successor Property Trustee, the
term "Bank" as used herein shall be deemed to refer to such successor Property Trustee in its
separate corporate capacity) hereby represents and warrants (as applicable) for the benefit of the
Depositor and the Securityholders that:


            (a)   the Bank is a national banking association duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation;


            (b)   the Bank has full corporate power, authority and legal right to execute, deliver and
perform its obligations under this Trust Agreement and has taken all necessary action to
authorize the execution, delivery and performance by it of this Trust Agreement;


            (c)   this Trust Agreement has been duly authorized, executed and delivered by the
Property Trustee and constitutes the valid and legally binding agreement of the Property Trustee
enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles;







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            (d)   the execution, delivery and performance by the Property Trustee of this Trust
Agreement has been duly authorized by all necessary corporate or other action on the part of the
Property Trustee and does not require any approval of stockholders of the Bank and such
execution, delivery and performance shall not (i) violate the Bank's charter or by-laws; (ii) violate
any provision of, or constitute, with or without notice or lapse of time, a default under, or result
in the creation or imposition of, any Lien on any properties included in the Trust Property
pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other
agreement or instrument to which the Property Trustee or the Bank is a party or by which it is
bound; or (iii) violate any law, governmental rule or regulation of the United States or its
jurisdiction of incorporation, as the case may be, governing the banking or trust powers of the
Bank or the Property Trustee (as appropriate in context) or any order, judgment or decree
applicable to the Property Trustee or the Bank;


            (e)   neither the authorization, execution or delivery by the Property Trustee of this
Trust Agreement nor the consummation of any of the transactions by the Property Trustee
contemplated herein requires the consent or approval of, the giving of notice to, the registration
with or the taking of any other action with respect to any governmental authority or agency under
any existing federal law governing the banking or trust powers of the Bank or the Property
Trustee, as the case may be, under the laws of the United States or its jurisdiction of
incorporation; and


            (f)   there are no proceedings pending or, to the best of the Property Trustee's
knowledge, threatened against or affecting the Bank or the Property Trustee in any court or
before any governmental authority, agency or arbitration board or tribunal which, individually or
in the aggregate, would materially and adversely affect the Trust or would question the right,
power and authority of the Property Trustee to enter into or perform its obligations as one of the
Trustees under this Trust Agreement; and


            (g)   the Property Trustee is a Person eligible pursuant to the Trust Indenture Act to act
as such and has a combined capital and surplus of at least $50,000,000.


            Section 702.	Representations and Warranties of the Delaware Bank and the Delaware
Trustee. The Delaware Bank and the Delaware Trustee, each severally on behalf of and as to
itself, as of the date hereof, and each successor Delaware Trustee at the time of the successor
Delaware Trustee's acceptance of appointment as Delaware Trustee hereunder (the term
"Delaware Bank" being used to refer to such successor Delaware Trustee in its separate corporate
capacity), hereby represents and warrants (as applicable) for the benefit of the Depositor and the
Securityholders that:


            (a)   the Delaware Bank is a Delaware banking corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware;


            (b)   the Delaware Bank has full corporate power, authority and legal right to execute,
deliver and perform its obligations under this Trust Agreement and has taken all necessary action
to authorize the execution, delivery and performance by it of this Trust Agreement;







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            (c)   this Trust Agreement has been duly authorized, executed and delivered by the
Delaware Trustee and constitutes the valid and legally binding agreement of the Delaware
Trustee enforceable against it in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating
to or affecting creditors, rights and to general equity principles;


            (d)   the execution, delivery and performance by the Delaware Trustee of this Trust
Agreement has been duly authorized by all necessary corporate or other action on the part of the
Delaware Trustee and does not require any approval of stockholders of the Delaware Bank and
such execution, delivery and performance shall not (i) violate the Delaware Bank's charter or
by-laws; (ii) violate any provision of, or constitute, with or without notice or lapse of time, a
default under, or result in the creation or imposition of, any Lien on any properties included in
the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement,
license or other agreement or instrument to which the Delaware Bank or the Delaware Trustee is
a party or by which it is bound; or (iii) violate any law, governmental rule or regulation of the
United States or the State of Delaware, as the case may be, governing the banking or trust powers
of the Delaware Bank or the Delaware Trustee (as appropriate in context) or any order, judgment
or decree applicable to the Delaware Bank or the Delaware Trustee;


            (e)   neither the authorization, execution or delivery by the Delaware Trustee of this
Trust Agreement nor the consummation of any of the transactions by the Delaware Trustee
contemplated herein or therein requires the consent or approval of, the giving of notice to, the
registration with or the taking of any other action with respect to any governmental authority or
agency under any existing federal law governing the banking or trust powers of the Delaware
Bank or the Delaware Trustee, as the case may be, under the laws of the United States or the
State of Delaware; and


            (f)   there are no proceedings pending or, to the best of the Delaware Trustee's
knowledge, threatened against or affecting the Delaware Bank or the Delaware Trustee in any
court or before any governmental authority, agency or arbitration board or tribunal which,
individually or in the aggregate, would materially and adversely affect the Trust or would
question the right, power and authority of the Delaware Trustee to enter into or perform its
obligations as one of the Trustees under this Trust Agreement.


            Section 703.	Representations and Warranties of the Depositor. The Depositor hereby
represents and warrants for the benefit of the Securityholders that:


            (a)   the Trust Securities Certificates issued on the Closing Date or the Option Closing
Date, if applicable, on behalf of the Trust have been duly authorized and, shall have been duly
and validly executed, issued and delivered by the Administrative Trustees pursuant to the terms
and provisions of, and in accordance with the requirements of, this Trust Agreement and the
Securityholders shall be, as of such date, entitled to the benefits of this Trust Agreement; and


            (b)   there are no taxes, fees or other governmental charges payable by the Trust (or the
Trustees on behalf of the Trust) under the laws of the State of Delaware or any political







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subdivision thereof in connection with the execution, delivery and performance by the Bank, the
Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement.


ARTICLE VIII.



TRUSTEES


            Section 801.	Certain Duties and Responsibilities.


            (a)   The duties and responsibilities of the Trustees shall be as provided by this Trust
Agreement and, in the case of the Property Trustee, by the Trust Indenture Act.  Notwithstanding
the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk
their own funds or otherwise incur any financial liability in the performance of any of their duties
hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall
be liable for its act or omissions hereunder except as a result of its own gross negligence or
willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture
Act. Whether or not therein expressly so provided, every provision of this Trust Agreement
relating to the conduct or affecting the liability of or affording protection to the Trustees shall be
subject to the provisions of this Section 801. To the extent that, at law or in equity, the Delaware
Trustee or an Administrative Trustee has duties (including fiduciary duties) and liabilities
relating thereto to the Trust or to the Securityholders, the Delaware Trustee or such
Administrative Trustee shall not be liable to the Trust or to any Securityholder for such Trustee's
good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust
Agreement, to the extent that they restrict the duties and liabilities of the Delaware Trustee or the
Administrative Trustees otherwise existing at law or in equity, are agreed by the Depositor and
the Securityholders to replace such other duties and liabilities of the Delaware Trustee and the
Administrative Trustees, as the case may be.


            (b)   All payments made by the Property Trustee or a Paying Agent in respect of the
Trust Securities shall be made only from the revenue and proceeds from the Trust Property and
only to the extent that there shall be sufficient revenue or proceeds from the Trust Property to
enable the Property Trustee or a Paying Agent to make payments in accordance with the terms
hereof. Each Securityholder, by its acceptance of a Trust Security, agrees that it shall look solely
to the revenue and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally liable to it for any
amount distributable in respect of any Trust Security or for any other liability in respect of any
Trust Security. This Section 801(b) does not limit the liability of the Trustees expressly set forth
elsewhere in this Trust Agreement or, in the case of the Property Trustee, in the Trust Indenture
Act.


            (c)   No provision of this Trust Agreement shall be construed to relieve the Property
Trustee from liability for its own negligent action, its own negligent failure to act, or its own
willful misconduct, except that:







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            	(i)   the Property Trustee shall not be liable for any error of judgment made in
good faith by an authorized officer of the Property Trustee, unless it shall be proved that
the Property Trustee was negligent in ascertaining the pertinent facts;


            	(ii)   the Property Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the Holders of
not less than a majority in Liquidation Amount of the Trust Securities relating to the time,
method and place of conducting any proceeding for any remedy available to the Property
Trustee, or exercising any trust or power conferred upon the Property Trustee under this
Trust Agreement;


            	(iii)   the Property Trustee's sole duty with respect to the custody, safe keeping
and physical preservation of the Debentures and the Payment Account shall be to deal
with such property in a similar manner as the Property Trustee deals with similar property
for its own account, subject to the protections and limitations on liability afforded to the
Property Trustee under this Trust Agreement and the Trust Indenture Act;


            	(iv)   the Property Trustee shall not be liable for any interest on any money
received by it except as it may otherwise agree with the Depositor and money held by the
Property Trustee need not be segregated from other funds held by it except in relation to
the Payment Account maintained by the Property Trustee pursuant to Section 301 and
except to the extent otherwise required by law; and


            	(v)	the Property Trustee shall not be responsible for monitoring the
compliance by the Administrative Trustees or the Depositor with their respective duties
under this Trust Agreement, nor shall the Property Trustee be liable for the negligence,
default or misconduct of the Administrative Trustees or the Depositor.




            Section 802.	Certain Notices.


            (a)   Within five (5) Business Days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit, in the manner and to
the extent provided in Section 1008, notice of such Event of Default to the Securityholders, the
Administrative Trustees and the Depositor, unless such Event of Default shall have been cured or
waived. For purposes of this Section 802, the term "Event of Default" means any event that is, or
after notice or lapse of time or both would become, an Event of Default.


            (b)   The Administrative Trustees shall transmit to the Securityholders in the manner
and to the extent provided in Section 1008 notice of the Depositor's election to begin or further
extend an Extended Interest Period on the Debentures (unless such election shall have been
revoked), and of any election by the Depositor to extend or accelerate the Maturity Date of the
Debentures within the time specified for transmitting such notice to the holders of the Debentures
pursuant to the Indenture as originally executed.







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            Section 803.	Certain Rights of the Property Trustee. Subject to the provisions of Section
801:


            (a)   the Property Trustee may rely and shall be protected in acting or refraining from
acting in good faith upon any resolution, Opinion of Counsel, certificate, written representation
of a Holder or transferee, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, debenture, note, other evidence
of indebtedness or other paper or document believed by it to be genuine and to have been signed
or presented by the proper party or parties;


            (b)   if (i) in performing its duties under this Trust Agreement the Property Trustee is
required to decide between alternative courses of action; or (ii) in construing any of the
provisions of this Trust Agreement, the Property Trustee finds the same ambiguous or
inconsistent with other provisions contained herein; or (iii) the Property Trustee is unsure of the
application of any provision of this Trust Agreement, then, except as to any matter as to which
the Preferred Securityholders are entitled to vote under the terms of this Trust Agreement, the
Property Trustee shall deliver a notice to the Depositor requesting written instructions of the
Depositor as to the course of action to be taken and the Property Trustee shall take such action, or
refrain from taking such action, as the Property Trustee shall be instructed in writing to take, or
to refrain from taking, by the Depositor; provided, however, that if the Property Trustee does not
receive such instructions of the Depositor within ten (10) Business Days after it has delivered
such notice, or such reasonably shorter period of time set forth in such notice (which to the extent
practicable shall not be less than two (2) Business Days), it may, but shall be under no duty to,
take or refrain from taking such action not inconsistent with this Trust Agreement as it shall
deem advisable and in the best interests of the Securityholders, in which event the Property
Trustee shall have no liability except for its own bad faith, negligence or willful misconduct;


            (c)   any direction or act of the Depositor or the Administrative Trustees contemplated
by this Trust Agreement shall be sufficiently evidenced by an Officers' Certificate;


            (d)   whenever in the administration of this Trust Agreement, the Property Trustee shall
deem it desirable that a matter be established before undertaking, suffering or omitting any action
hereunder, the Property Trustee (unless other evidence is herein specifically prescribed) may, in
the absence of bad faith on its part, request and conclusively rely upon an Officers' Certificate
which, upon receipt of such request, shall be promptly delivered by the Depositor or the
Administrative Trustees;


            (e)   the Property Trustee shall have no duty to see to any recording, filing or
registration of any instrument (including any financing or continuation statement or, except as
provided in Section 405, any filing under tax or securities laws or any filing under tax or
securities laws) or any re-recording, refiling or reregistration thereof;


            (f)   the Property Trustee may consult with counsel of its choice (which counsel may
be counsel to the Depositor or any of its Affiliates) and the advice of such counsel shall be full
and complete authorization and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon and, in accordance with such advice, such counsel







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may be counsel to the Depositor or any of its Affiliates, and may include any of its employees;
the Property Trustee shall have the right at any time to seek instructions concerning the
administration of this Trust Agreement from any court of competent jurisdiction;

            (g)   the Property Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Trust Agreement at the request, order or direction of any of the
Securityholders, pursuant to this Trust Agreement, unless such Securityholders shall have offered
to the Property Trustee reasonable security or indemnity against the costs, expenses and liabilities
that might be incurred by it in compliance with such request, order or direction; nothing
contained herein shall, however, relieve the Property Trustee of the obligation, upon the
occurrence of an Event of Default (that has not been cured or waived) to exercise such of the
rights and powers vested in it by this Trust Agreement, and to use the same degree of care and
skill in their exercise as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs;


            (h)   the Property Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, debenture, note or other evidence of indebtedness or
other paper or document, unless requested in writing to do so by the Holders of not less than a
majority in Liquidation Amount of the Securities, but the Property Trustee may make such further inquiry or investigation into such facts or matters as it may see fit;


            (i)   the Property Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through its agents or attorneys, provided that the
Property Trustee shall be responsible for its own negligence or recklessness with respect to
selection of any agent or attorney appointed by it hereunder;


            (j)	whenever in the administration of this Trust Agreement the Property Trustee shall
deem it desirable to receive instructions with respect to enforcing any remedy or right or taking
any other action hereunder the Property Trustee (i) may request instructions from the Holders of
the Trust Securities which instructions may only be given by the Holders of the same proportion
in Liquidation Amount of the Trust Securities as would be entitled to direct the Property Trustee
under the terms of the Trust Securities in respect of such remedy, right or action; (ii) may refrain
from enforcing such remedy or right or taking such other action until such instructions are
received; and (iii) shall be protected in acting in accordance with such instructions; and


            (k)	except as otherwise expressly provided by this Trust Agreement, the Property
Trustee shall not be under any obligation to take any action that is discretionary under the
provisions of this Trust Agreement. No provision of this Trust Agreement shall be deemed to
impose any duty or obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be
illegal, or in which the Property Trustee shall be unqualified or incompetent in accordance with
applicable law, to perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Property Trustee shall be construed
to be a duty.







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            Section 804.	Not Responsible for Recitals or Issuance of Securities. The Recitals
contained herein and in the Trust Securities Certificates shall be taken as the statements of the
Trust, and the Trustees do not assume any responsibility for their correctness. The Trustees shall
not be accountable for the use or application by the Depositor of the proceeds of the Debentures.


            Section 805.	May Hold Securities. Any Trustee or any other agent of any Trustee or the
Trust, in its individual or any other capacity, may become the owner or pledgee of the Trust
Securities and, subject to Sections 808 and 813 and except as provided in the definition of the
term "Outstanding" in Article I, may otherwise deal with the Trust with the same rights it would
have if it were not a Trustee or such other agent.


            Section 806.	Compensation; Indemnity; Fees. The Depositor agrees:


            (a)   to pay to the Trustees from time to time reasonable compensation for all services
rendered by them hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust, in the case of the Property Trustee and Delaware Trustee as
set forth in a written agreement between the Depositor and the Property Trustee and Delaware Trustee);


            b)	except as otherwise expressly provided herein, to reimburse the Trustees upon
request for all reasonable expenses, disbursements and advances incurred or made by the
Trustees in accordance with any provision of this Trust Agreement (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to such Trustee's negligence, bad faith
or willful misconduct (or, in the case of the Administrative Trustees or the Delaware Trustee, any
such expense, disbursement or advance as may be attributable to its, his or her gross negligence,
bad faith or willful misconduct); and


            (c)   to indemnify each of the Trustees or any predecessor Trustee for, and to hold the
Trustees harmless against, any loss, damage, claims, liability, penalty or expense incurred
arising out of or in connection with the acceptance or
administration of this Trust Agreement, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of any of its powers
or duties hereunder, except any such expense, disbursement or advance as may be attributable to
such Trustee's negligence, bad faith or willful misconduct (or, in the case of the Administrative
Trustees or the Delaware Trustee, any such expense, disbursement or advance as may be
attributable to its, his or her gross negligence, bad faith or willful misconduct).


            No Trustee may claim any Lien or charge on any Trust Property as a result of any amount
due pursuant to this Section 806.


            Section 807.	Corporate Property Trustee Required; Eligibility of Trustees.


            (a)   There shall at all times be a Property Trustee hereunder with respect to the Trust
Securities. The Property Trustee shall be a Person that is eligible pursuant to the Trust Indenture
Act to act as such and has a combined capital and surplus of at least $50,000,000. If any such
Person publishes reports of condition at least annually, pursuant to law or to the requirements of







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its supervising or examining authority, then for the purposes of this Section 807, the combined
capital and surplus of such Person shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time the Property Trustee with
respect to the Trust Securities shall cease to be eligible in accordance with the provisions of this
Section 807, it shall resign immediately in the manner and with the effect hereinafter specified in
this Article VIII. The Property Trustee and the Delaware Trustee may, but need not be, the same
person.

            (b)   There shall at all times be one or more Administrative Trustees hereunder with
respect to the Trust Securities. Each Administrative Trustee shall be either a natural person who
is at least 21 years of age or a legal entity that shall act through one or more persons authorized to
bind that entity.


            (c)   There shall at all times be a Delaware Trustee with respect to the Trust Securities.
The Delaware Trustee shall either be (i) a natural person who is at least 21 years of age and a
resident of the State of Delaware; or (ii) a legal entity with its principal place of business in the
State of Delaware and that otherwise meets the requirements of applicable Delaware law that
shall act through one or more persons authorized to bind such entity.


            Section 808.	Conflicting Interests.  If the Property Trustee has or shall acquire a
conflicting interest within the meaning of the Trust Indenture Act, the Property Trustee shall
either eliminate such interest or resign, to the extent and in the manner provided by, and subject
to the provisions of, the Trust Indenture Act and this Trust Agreement.


            Section 809.	Co-Trustees and Separate Trustee.


            (a)   Unless a Debenture Event of Default shall have occurred and be continuing, at any
time or times, for the purpose of meeting the legal requirements of the Trust Indenture Act or of
any jurisdiction in which any part of the Trust Property may at the time be located, the Depositor
shall have power to appoint, and upon the written request of the Property Trustee, the Depositor
shall for such purpose join with the Property Trustee in the execution, delivery and performance
of all instruments and agreements necessary or proper to appoint, one or more Persons approved
by the Property Trustee either to act as co-trustee, jointly with the Property Trustee, of all or any
part of such Trust Property, or to the extent required by law to act as separate trustee of any such
property, in either case with such powers as may be provided in the instrument of appointment,
and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power
deemed necessary or desirable, subject to the other provisions of this Section 809. If the
Depositor does not join in such appointment within 15 days after the receipt by it of a request so
to do, or in case a Debenture Event of Default has occurred and is continuing, the Property
Trustee alone shall have power to make such appointment. Any co-trustee or separate trustee
appointed pursuant to this Section 809 shall either be (i) a natural person who is at least 21 years
of age and a resident of the United States; or (ii) a legal entity with its principal place of business
in the United States that shall act through one or more persons authorized to bind such entity.


            (b)   Should any written instrument from the Depositor be required by any co-trustee or
separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such







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property, title, right, or power, any and all such instruments shall, on request, be executed,
acknowledged, and delivered by the Depositor.

            (c)   Every co-trustee or separate trustee shall, to the extent permitted by law, but to
such extent only, be appointed subject to the following terms, namely:



            	(i)   The Trust Securities shall be executed and delivered and all rights, powers,
duties and obligations hereunder in respect of the custody of securities, cash and other
personal property held by, or required to be deposited or pledged with, the Trustees
specified hereunder, shall be exercised, solely by such Trustees and not by such co-trustee
or separate trustee.


            	(ii)   The rights, powers, duties and obligations hereby conferred or imposed
upon the Property Trustee in respect of any property covered by such appointment shall
be conferred or imposed upon and exercised or performed by the Property Trustee or by
the Property Trustee and such co-trustee or separate trustee jointly, as shall be provided in
the instrument appointing such co-trustee or separate trustee, except to the extent that
under any law of any jurisdiction in which any particular act is to be performed, the
Property Trustee shall be incompetent or unqualified to perform such act, in which event
such rights, powers, duties and obligations shall be exercised and performed by such
co-trustee or separate trustee.


            	(iii)   The Property Trustee at any time, by an instrument in writing executed by
it, with the written concurrence of the Depositor, may accept the resignation of or remove
any co-trustee or separate trustee appointed under this Section 809, and, in case a
Debenture Event of Default has occurred and is continuing, the Property Trustee shall
have the power to accept the resignation of, or remove, any such co-trustee or separate
trustee without the concurrence of the Depositor. Upon the written request of the Property
Trustee, the Depositor shall join with the Property Trustee in the execution, delivery and
performance of all instruments and agreements necessary or proper to effectuate such
resignation or removal. A successor to any co-trustee or separate trustee so resigned or
removed may be appointed in the manner provided in this Section 809.




            (iv)   No co-trustee or separate trustee hereunder shall be personally liable by reason of
any act or omission of the Property Trustee or any other trustee hereunder.


            (v)	The Property Trustee shall not be liable by reason of any act of a co-trustee or
separate trustee.


            (vi)	Any Act of the Holders delivered to the Property Trustee shall be deemed to have
been delivered to each such co-trustee and separate trustee.


            Section 810.	Resignation and Removal; Appointment of Successor.


            (a)   No resignation or removal of any Trustee (the "Relevant Trustee") and no
appointment of a successor Trustee pursuant to this Article VIII shall become effective until the







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acceptance of appointment by the successor Trustee in accordance with the applicable
requirements of Section 811.

            (b)   Subject to the immediately preceding paragraph, the Relevant Trustee may resign
at any time with respect to the Trust Securities by giving written notice thereof to the
Securityholders. If the instrument of acceptance by the successor Trustee required by Section 811
shall not have been delivered to the Relevant Trustee within thirty (30) days after the giving of
such notice of resignation, the Relevant Trustee may petition, at the expense of the Depositor,
any court of competent jurisdiction for the appointment of a successor Relevant Trustee with
respect to the Trust Securities.


            (c)   Unless a Debenture Event of Default shall have occurred and be continuing, any
Trustee may be removed at any time by an Act of the Common Securityholder. If a Debenture
Event of Default shall have occurred and be continuing, the Property Trustee or the Delaware
Trustee, or both of them, may be removed at such time by an Act of the Holders of a majority in
Liquidation Amount of the Preferred Securities, delivered to the Relevant Trustee (in its
individual capacity and on behalf of the Trust). An Administrative Trustee may be removed by
the Common Securityholder at any time.


            (d)   If any Trustee shall resign, be removed or become incapable of acting as Trustee,
or if a vacancy shall occur in the office of any Trustee for any cause, at a time when no
Debenture Event of Default shall have occurred and be continuing, the Common Securityholder,
by an Act of the Common Securityholder delivered to the retiring Trustee, shall promptly appoint
a successor Trustee or Trustees with respect to the Trust Securities and the Trust, and the
successor Trustee shall comply with the applicable requirements of Section 811. If the Property
Trustee or the Delaware Trustee shall resign, be removed or become incapable of continuing to
act as the Property Trustee or the Delaware Trustee, as the case may be, at a time when a
Debenture Event of Default shall have occurred and is continuing, the Preferred Securityholders,
by an Act of the Securityholders of a majority in Liquidation Amount of the Preferred Securities
then Outstanding delivered to the retiring Relevant Trustee, shall promptly appoint a successor
Relevant Trustee or Trustees with respect to the Trust Securities and the Trust, and such
successor Trustee shall comply with the applicable requirements of Section 811. If an
Administrative Trustee shall resign, be removed or become incapable of acting as an
Administrative Trustee, at a time when a Debenture Event of Default shall have occurred and be
continuing, the Common Securityholder, by an Act of the Common Securityholder delivered to
an Administrative Trustee, shall promptly appoint a successor Administrative Trustee or
Administrative Trustees with respect to the Trust Securities and the Trust, and such successor
Administrative Trustee or Administrative Trustees shall comply with the applicable requirements
of Section 811. If no successor Relevant Trustee with respect to the Trust Securities shall have
been so appointed by the Common Securityholder or the Preferred Securityholders and accepted
appointment in the manner required by Section 811, any Securityholder who has been a
Securityholder of Trust Securities for six consecutive months on behalf of himself or herself and
all others similarly situated may petition a court of competent jurisdiction for the appointment of
a successor Relevant Trustee with respect to the Trust Securities.







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            (e)   The Property Trustee shall give notice of each resignation and each removal of a
Trustee and each appointment of a successor Trustee to all the Securityholders in the manner
provided in Section 1008 and shall give notice to the Depositor. Each notice shall include the
name of the successor Relevant Trustee and the address of its Corporate Trust Office if it is the
Property Trustee.


            (f)   Notwithstanding the foregoing or any other provision of this Trust Agreement, in
the event any Administrative Trustee or a Delaware Trustee who is a natural person dies or
becomes, in the opinion of the Depositor, incompetent or incapacitated, the vacancy created by
such death, incompetence or incapacity may be filled by (a) the unanimous act of the remaining
Administrative Trustees if there are at least two of them; or (b) otherwise by the Depositor (with
the successor in each case being a Person who satisfies the eligibility requirement for
Administrative Trustees set forth in Section 807).


            Section 811.	Acceptance of Appointment by Successor.


            (a)   In case of the appointment hereunder of a successor Relevant Trustee with respect
to the Trust Securities and the Trust, the retiring Relevant Trustee and each successor Relevant
Trustee with respect to the Trust Securities shall execute and deliver an instrument hereto
wherein each successor Relevant Trustee shall accept such appointment and which shall contain
such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each


successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant
Trustee with respect to the Trust Securities and the Trust and upon the execution and delivery of
such instrument the resignation or removal of the retiring Relevant Trustee shall become
effective to the extent provided therein and each such successor Relevant Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Relevant Trustee with respect to the Trust Securities and the Trust; but, on request
of the Trust or any successor Relevant Trustee such retiring Relevant Trustee shall duly assign,
transfer and deliver to such successor Relevant Trustee all the Trust Property, all proceeds
thereof and money held by such retiring Relevant Trustee hereunder with respect to the Trust
Securities and the Trust.


            (b)   Upon request of any such successor Relevant Trustee, the Trust shall execute any
and all instruments for more fully and certainly vesting in and confirming to such successor
Relevant Trustee all such rights, powers and trusts referred to in the immediately preceding
paragraph, as the case may be.


            (c)   No successor Relevant Trustee shall accept its appointment unless at the time of
such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article
VIII.


            Section 812.	Merger, Conversion, Consolidation or Succession to Business. Any Person
into which the Property Trustee, the Delaware Trustee or any Administrative Trustee may be
merged or converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which such Relevant Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business of such Relevant







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Trustee, shall be the successor of such Relevant Trustee hereunder, provided such Person shall be
otherwise qualified and eligible under this Article VIII, without the execution or filing of any
paper or any further act on the part of any of the parties hereto.

            Section 813.	Preferential Collection of Claims Against the Depositor or the Trust. If and
when the Property Trustee or the Delaware Trustee shall be or become a creditor of the Depositor
or the Trust (or any other obligor upon the Debentures or the Trust Securities), the Property
Trustee or the Delaware Trustee, as the case may be, shall be subject to and shall take all actions
necessary in order to comply with the provisions of the Trust Indenture Act regarding the
collection of claims against the Depositor or the Trust (or any such other obligor).


            Section 814.	Reports by the Property Trustee.


            (a)   The Property Trustee shall transmit to the Securityholders such reports concerning
the Property Trustee, its actions under this Trust Agreement and the property and funds in its
possession in its capacity as the Property Trustee as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.


            (b)   A copy of each such report shall, at the time of such transmission to the Holders,
be filed by the Property Trustee with the Nasdaq National Market, and each national securities
exchange or other organization upon which the Trust Securities are listed, and also with the
Commission and the Depositor. 


            Section 815.	Reports to the Property Trustee. The Depositor and the Administrative
Trustees on behalf of the Trust shall provide to the Property Trustee such documents, reports and
information as required by Section 314 of the Trust Indenture Act (if any) and the compliance
certificate required by Section 314(a) of the Trust Indenture Act in the form, in the manner and at
the times required by Section 314 of the Trust Indenture Act.


            Section 816.	Evidence of Compliance with Conditions Precedent. Each of the Depositor
and the Administrative Trustees on behalf of the Trust shall provide to the Property Trustee such
evidence of compliance with any conditions precedent, if any, provided for in this Trust
Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act.
Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) of the
Trust Indenture Act shall be given in the form of an Officers' Certificate.


            Section 817.	Number of Trustees.


            (a)   The number of Trustees shall be five, provided that the Holder of all of the
Common Securities by written instrument may increase or decrease the number of the
Administrative Trustees. The Property Trustee and the Delaware Trustee may be the same
Person.


            (b)   If a Trustee ceases to hold office for any reason and the number of the







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Administrative Trustees is not reduced pursuant to Section 817(a), or if the number of the
Trustees is increased pursuant to Section 817(a), a vacancy shall occur. The vacancy shall be
filled with a Trustee appointed in accordance with Section 810.

            (c)   The death, resignation, retirement, removal, bankruptcy, incompetence or
incapacity to perform the duties of a Trustee shall not operate to annul the Trust. Whenever a
vacancy in the number of the Administrative Trustees shall occur, until such vacancy is filled by
the appointment of an Administrative Trustee in accordance with Section 810, the Administrative
Trustees in office, regardless of their number (and notwithstanding any other provision of this
Agreement), shall have all the powers granted to the Administrative Trustees and shall discharge
all the duties imposed upon the Administrative Trustees by this Trust Agreement.


            Section 818.	Delegation of Power.


            (a)   Any Administrative Trustee may, by power of attorney consistent with applicable
law, delegate to any other natural person over the age of 21 his or her power for the purpose of
executing any documents contemplated in Section 207(a); and


            (b)   The Administrative Trustees shall have power to delegate from time to time to
such of their number or to the Depositor the doing of such things and the execution of such
instruments either in the name of the Trust or the names of the Administrative Trustees or
otherwise as the Administrative Trustees may deem expedient, to the extent such delegation is
not prohibited by applicable law or contrary to the provisions of the Trust, as set forth herein. 


            Section 819.	Voting. Except as otherwise provided in this Trust Agreement, the consent
or approval of the Administrative Trustees shall require consent or approval by not less than a
majority of the Administrative Trustees, unless there are only two, in which case both must
consent.



ARTICLE IX.



TERMINATION, LIQUIDATION AND MERGER


            Section 901.	Termination upon Expiration Date. Unless earlier dissolved, the Trust
shall automatically dissolve on ___________, 20__ (the "Expiration Date") subject to
distribution of the Trust Property in accordance with Section 904. 


            Section 902.	Early Termination. The first to occur of any of the following events is an
"Early Termination Event":


            (a)   the occurrence of a Bankruptcy Event in respect of, or the dissolution or
liquidation of, the Depositor;


            (b)   delivery of written direction to the Property Trustee by the Depositor at any time
(which direction is wholly optional and within the discretion of the Depositor, subject to
Depositor having received prior approval of the Board of Governors of the Federal Reserve
System if so required under applicable guidelines, policies or regulations thereof) to dissolve the







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Trust and distribute the Debentures to the Securityholders in exchange for the Preferred
Securities in accordance with Section 904;

            (c)   the redemption of all of the Preferred Securities in connection with the redemption
of all of the Debentures (whether upon a Debenture Redemption Date or the maturity of the
Debentures); and


            (d)   the entrance of an order for dissolution of the Trust shall have been entered by a
court of competent jurisdiction.


            Section 903.	Termination. The respective obligations and responsibilities of the
Trustees and the Trust created and continued hereby shall terminate upon the latest to occur of
the following: (a) the distribution by the Property Trustee to the Securityholders upon the
liquidation of the Trust pursuant to Section 904, or upon the redemption of all of the Trust
Securities pursuant to Section 402, of all amounts required to be distributed hereunder upon the
final payment of the Trust Securities; (b) the payment of any expenses owed by the Trust; (c) the
discharge of all administrative duties of the Administrative Trustees, including the performance
of any tax reporting obligations with respect to the Trust or the Securityholders; and (d) the filing
of a Certificate of Cancellation by the Administrative Trustee under the Delaware Statutory Trust
Act.


            Section 904.	Liquidation.


            (a)   If an Early Termination Event specified in clause (a), (b), or (d) of Section 902
occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously
as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors
of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures,
subject to Section 904(d). Notice of liquidation shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not later than thirty (30) nor more than sixty (60) days
prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address
appearing in the Securities Register. All notices of liquidation shall:



            	(i)   state the Liquidation Date;


            	(ii)   state that from and after the Liquidation Date, the Trust Securities shall no
longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered
for exchange shall be deemed to represent a Like Amount of Debentures; and


            	(iii)   provide such information with respect to the mechanics by which the
Holders may exchange the Trust Securities Certificates for the Debentures, or, if Section
904(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the
Property Trustee shall deem appropriate.




            (b)   Except where Section 902(c) or 904(d) applies, in order to effect the liquidation of
the Trust and distribution of the Debentures to the Securityholders, the Property Trustee shall
establish a record date for such distribution (which shall be not more than 45 days prior to the







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Liquidation Date) and, either itself acting as exchange agent or through the appointment of a
separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the
distribution of Debentures in exchange for the Outstanding Trust Securities Certificates;
provided, however, that for any Trust Securities held in global form, the distribution of the
Debentures shall be made to the holder of such Trust Securities as of one Business Day preceding
the Liquidation Date.

            (c)   Except where Section 902(c) or 904(d) applies, after the Liquidation Date, (i) the
Trust Securities shall no longer be deemed to be outstanding; (ii) certificates representing a Like
Amount of the Debentures shall be issued to the Holders of Trust Securities Certificates upon
surrender of such certificates to the Administrative Trustees or their agent for exchange; (iii) the
Depositor shall use its best efforts to have the Debentures listed on such national securities
exchange or included in a comparable automated quotation system as the Preferred Securities are
then listed or traded; (iv) any Trust Securities Certificates not so surrendered for exchange shall
be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in
the Debentures from the last Distribution Date on which a Distribution was made on such Trust
Securities Certificates until such certificates are so surrendered (and until such certificates are so
surrendered, no payments of interest or principal shall be made to Holders of the Trust Securities
Certificates with respect to such Debentures); and (v) all rights of the Securityholders holding the
Trust Securities shall cease, except the right of such Securityholders to receive the Debentures
upon surrender of the Trust Securities Certificates.


            (d)   In the event that, notwithstanding the other provisions of this Section 904,
whether because of an order for dissolution entered by a court of competent jurisdiction or
otherwise, distribution of the Debentures in the manner provided herein is determined by the
Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be
dissolved, wound-up or terminated, by the Property Trustee in such manner as the Property
Trustee determines. In such event, on the date of the dissolution, winding-up or other termination
of the Trust, the Securityholders shall be entitled to receive out of the assets of the Trust
available for distribution to the Securityholders, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust
Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation Distribution"). If, upon any such dissolution, winding-up or termination,
the Liquidation Distribution can be paid only in part because the Trust has insufficient assets
available to pay in full the aggregate Liquidation Distribution, then, subject to the next
succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a
pro rata basis (based upon Liquidation Amounts, subject to Section 407). The Holder of the
Common Securities shall be entitled to receive the Liquidation Distributions upon any such
dissolution, winding-up or termination pro rata (determined as aforesaid) with the Holders of the
Preferred Securities, except that, if a Debenture Event of Default has occurred and is continuing,
the Preferred Securities shall have a priority over the Common Securities.


            Section 905.	Mergers, Consolidations, Amalgamations or Replacements of the Trust.
The Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey,
transfer or lease its properties and assets substantially as an entirety to any corporation or other
Person, except pursuant to this Section 905. At the request of the Depositor, with the consent of







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the Administrative Trustees and without the consent of the Holders of the Preferred Securities,
the Property Trustee or the Delaware Trustee, the Trust may merge with or into, consolidate,
amalgamate, be replaced by or convey, transfer or lease its properties and assets substantially as
an entirety to a trust organized as such under the laws of any State; provided, that (a) such
successor entity either (i) expressly assumes all of the obligations of the Trust with respect to the
Preferred Securities; or (ii) substitutes for the Preferred Securities other securities having
substantially the same terms as the Preferred Securities (the "Successor Securities") so long as
the Successor Securities rank the same as the Preferred Securities rank in priority with respect to
distributions and payments upon liquidation, redemption and otherwise; (b) the Depositor
expressly appoints a trustee of such successor entity possessing substantially the same powers
and duties as the Property Trustee as the holder of the Debentures; (c) the Successor Securities
are listed or traded, or any Successor Securities shall be listed or traded upon notification of
issuance, on any national securities exchange or other organization on which the Preferred
Securities are then listed, if any; (d) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of
the Holders of the Preferred Securities (including any Successor Securities) in any material
respect; (e) such successor entity has a purpose substantially identical to that of the Trust; (f)
prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease,
the Depositor has received an Opinion of Counsel to the effect that (i) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders of the Preferred Securities (including
any Successor Securities) in any material respect; and (ii) following such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity shall be required to register as an "investment company" under the Investment Company
Act; and (g) the Depositor owns all of the Common Securities of such successor entity and
guarantees the obligations of such successor entity under the Successor Securities at least to the
extent provided by the Guarantee, the Debentures, this Trust Agreement and the Expense
Agreement. For purposes of this Section 905, any such consolidation, merger, sale, conveyance,
transfer or other disposition as a result of which (a) the Company is not the surviving Person, and
(b) the same Person is not both (i) the primary obligor in respect of the Debentures and (ii) the
Guarantor under that certain Preferred Securities Guarantee Agreement of even date herewith
(the "Guarantee") between the Company and Wells Fargo Bank, N.A., as guarantee trustee, shall
be deemed to constitute a replacement of the Trust by a successor entity; provided further that,
notwithstanding the foregoing, in the event that upon the consummation of such a consolidation,
merger, sale, conveyance, transfer or other disposition, the parent company (if any) of the
Company, or its successor, is a bank holding company or financial holding company or
comparably regulated financial institution, such parent company shall guarantee the obligations
of the Trust (and any successor thereto) under the Preferred Securities (including any Successor
Securities) at least to the extent provided by the Guarantee, the Debentures, the Trust Agreement
and the Expense Agreement. Notwithstanding the foregoing, the Trust shall not, except with the
consent of the Holders of 100% in Liquidation Amount of the Preferred Securities, consolidate,
amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to any other Person or permit any other Person to consolidate,
amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or the successor entity to be classified as other than a grantor
trust for United States federal income tax purposes.






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ARTICLE X.



MISCELLANEOUS PROVISIONS


            Section 1001.	Limitation of Rights of the Securityholders. The death or incapacity of any
Person having an interest, beneficial or otherwise, in the Trust Securities shall not operate to
terminate this Trust Agreement, nor entitle the legal representatives or heirs of such Person or
any Securityholder for such Person to claim an accounting, take any action or bring any
proceeding in any court for a partition or winding-up of the arrangements contemplated hereby,
nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.


            Section 1002.	Amendment.


            (a)   This Trust Agreement may be amended from time to time by the Trustees and the
Depositor, without the consent of any Securityholders, (i) as provided in Section 811 with respect
to acceptance of appointment by a successor Trustee; (ii) to cure any ambiguity, correct or
supplement any provision herein or therein which may be inconsistent with any other provision
herein or therein, or to make any other provisions with respect to matters or questions arising
under this Trust Agreement, that shall not be inconsistent with the other provisions of this Trust
Agreement; (iii) to modify, eliminate or add to any provisions of this Trust Agreement to such
extent as shall be necessary to ensure that the Trust shall be classified for United States federal
income tax purposes as a grantor trust at all times that any of the Trust Securities are outstanding
or to ensure that the Trust shall not be required to register as an "investment company" under the
Investment Company Act; or (iv) to reduce or increase the Liquidation Amount per Trust
Security and simultaneously to correspondingly increase or decrease the number of Trust
Securities issued and Outstanding solely for the purpose of maintaining the eligibility of the
Preferred Securities for quotation or listing on the Nasdaq National Market or any national
securities exchange or other organization on which the Preferred Securities are then included,
quoted or listed; provided, however, that in the case of clause (ii), such action shall not adversely
affect in any material respect the interests of any Securityholder, and provided further, that in the
case of clause (iv) the aggregate Liquidation Amount of the Trust Securities Outstanding upon
completion of any such reduction or increase must be the same as the aggregate Liquidation
Amount of the Trust Securities outstanding immediately prior to such reduction or increase, and
any amendments of this Trust Agreement shall become effective when notice thereof is given to
the Securityholders (or, in the case of an amendment pursuant to clause (iv), as of the date
specified in the notice).


            (b)   Except as provided in Section 601(c) or Section 1002(c) hereof, any provision of
this Trust Agreement may be amended by the Trustees and the Depositor (i) with the consent of
the Trust Securityholders representing not less than a majority (based upon Liquidation
Amounts) of the Trust Securities then Outstanding; and (ii) upon receipt by the Trustees of an
Opinion of Counsel to the effect that such amendment or the exercise of any power granted to the
Trustees in accordance with such amendment shall not affect the Trust's status as a grantor trust
for United States federal income tax purposes or the Trust's exemption from status of an
"investment company" under the Investment Company Act.







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            (c)   In addition to and notwithstanding any other provision in this Trust Agreement,
without the consent of each affected Securityholder (such consent being obtained in accordance
with Section 603 or 606 hereof), this Trust Agreement may not be amended to (i) change the
amount or timing of any Distribution on the Trust Securities or otherwise adversely affect the
amount of any Distribution required to be made in respect of the Trust Securities as of a specified
date; or (ii) restrict the right of a Securityholder to institute suit for the enforcement of any such
payment on or after such date; notwithstanding any other provision herein, without the
unanimous consent of the Securityholders (such consent being obtained in accordance with
Section 603 or 606 hereof), this paragraph (c) of this Section 1002 may not be amended.


            (d)   Notwithstanding any other provisions of this Trust Agreement, no Trustee shall
enter into or consent to any amendment to this Trust Agreement which would cause the Trust to
fail or cease to qualify for the exemption from status of an "investment company" under the
Investment Company Act or to fail or cease to be classified as a grantor trust for United States
federal income tax purposes.


            (e)   Notwithstanding anything in this Trust Agreement to the contrary, without the
consent of the Depositor, this Trust Agreement may not be amended in a manner which imposes
any additional obligation on the Depositor.


            (f)   In the event that any amendment to this Trust Agreement is made, the
Administrative Trustees shall promptly provide to the Depositor a copy of such amendment.


            (g)   Neither the Property Trustee nor the Delaware Trustee shall be required to enter
into any amendment to this Trust Agreement which affects its own rights, duties or immunities
under this Trust Agreement. The Property Trustee shall be entitled to receive an Opinion of
Counsel and an Officers' Certificate stating that any amendment to this Trust Agreement has been
effected in compliance with this Trust Agreement.


            Section 1003.	Separability. In case any provision in this Trust Agreement or in the Trust
Securities Certificates shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


            Section 1004.	Governing Law. THIS TRUST AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND THE
TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT AND THE TRUST
SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO ITS CONFLICT OF
LAWS PRINCIPLES).


            Section 1005.	Payments Due on Non-Business Day. If the date fixed for any payment on
any Trust Security shall be a day that is not a Business Day, then such payment need not be made
on such date but may be made on the next succeeding day which is a Business Day, except that,
if such Business Day is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day (and without any reduction of interest or any other payment
in respect of any such acceleration), in each case with the same force and effect as though made







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on the date fixed for such payment, and no distribution shall accumulate thereon for the period
after such date.

            Section 1006.	Successors. This Trust Agreement shall be binding upon and shall inure to
the benefit of any successor to the Depositor, the Trust or the Relevant Trustee(s), including any
successor by operation of law. Except in connection with a consolidation, merger or sale
involving the Depositor that is permitted under Article XII of the Indenture and pursuant to
which the assignee agrees in writing to perform the Depositor's obligations hereunder, the
Depositor shall not assign its obligations hereunder.


            Section 1007.	Headings. The Article and Section headings are for convenience only and
shall not affect the construction of this Trust Agreement.


            Section 1008.	Reports, Notices and Demands. Any report, notice, demand or other
communication which by any provision of this Trust Agreement is required or permitted to be
given or served to or upon any Securityholder or the Depositor may be given or served in writing
by deposit thereof, first-class postage prepaid, in the United States mail, hand delivery or
facsimile transmission, in each case, addressed, (a) in the case of a Preferred Securityholder, to
such Preferred Securityholder as such Securityholder's name and address may appear on the
Securities Register; and (b) in the case of the Common Securityholder or the Depositor, to ITLA
Capital Corporation, 888 Prospect Street, La Jolla, California 92037, Attention: Chief Financial
Officer, facsimile no.: (858) 551-1212. Any notice to the Preferred Securityholders shall also be
given to such owners as have, within two years preceding the giving of such notice, filed their
names and addresses with the Property Trustee for that purpose. Such notice, demand or other
communication to or upon a Securityholder shall be deemed to have been sufficiently given or
made, for all purposes, upon hand delivery, mailing or transmission.


            Any notice, demand or other communication which by any provision of this Trust
Agreement is required or permitted to be given or served to or upon the Trust, the Property
Trustee or the Administrative Trustees shall be given in writing addressed (until another address
is published by the Trust) as follows: (a) with respect to the Property Trustee, to Wells Fargo
Bank, 919 Market Street, 7th Floor, Wilmington, Delaware 19801, Attention: Corporate Trust
Department; (b) with respect to the Delaware Trustee, to Wells Fargo Delaware Trust Company,
at the address above; and (c) with respect to the Administrative Trustees, to them at the address
above for notices to the Depositor, marked "Attention: Administrative Trustees of ITLA Capital
Statutory Trust VII, c/o ITLA Capital Corporation" Such notice, demand or other communication
to or upon the Trust or the Property Trustee shall be deemed to have been sufficiently given or
made only upon actual receipt of the writing by the Trust or the Property Trustee.


            Section 1009.	Agreement Not to Petition. Each of the Trustees and the Depositor agrees
for the benefit of the Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in the filing of, a
petition against the Trust under any bankruptcy, insolvency, reorganization or other similar law
(including, without limitation, the United States Bankruptcy Code of 1978, as amended)
(collectively, "Bankruptcy Laws") or otherwise join in the commencement of any proceeding
against the Trust under any Bankruptcy Law. In the event the Depositor or any of the Trustees







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takes action in violation of this Section 1009, the Property Trustee agrees, for the benefit of the
Securityholders, that at the expense of the Depositor (which expense shall be paid prior to the
filing), it shall file an answer with the bankruptcy court or otherwise properly contest the filing of
such petition by the Depositor or such Trustee against the Trust or the commencement of such
action and raise the defense that the Depositor or such Trustee has agreed in writing not to take
such action and should be stopped and precluded therefrom. The provisions of this Section 1009
shall survive the termination of this Trust Agreement.

            Section 1010.	Trust Indenture Act; Conflict with Trust Indenture Act.


            (a)   This Trust Agreement is subject to the provisions of the Trust Indenture Act that
are required to be part of this Trust Agreement and shall, to the extent applicable, be governed by
such provisions. 


            (b)   The Property Trustee shall be the only Trustee which is a trustee for the purposes
of the Trust Indenture Act.


            (c)   If any provision hereof limits, qualifies or conflicts with another provision hereof
which is required to be included in this Trust Agreement by any of the provisions of the Trust
Indenture Act, such required provision shall control. If any provision of this Trust Agreement
modifies or excludes any provision of the Trust Indenture Act which may be so modified or
excluded, the latter provision shall be deemed to apply to this Trust Agreement as so modified or
to be excluded, as the case may be.


            (d)   The application of the Trust Indenture Act to this Trust Agreement shall not affect
the nature of the Trust Securities as equity securities representing undivided beneficial interests
in the assets of the Trust.


            Section 1011.	Acceptance of Terms of the Trust Agreement, the Guarantee and the
Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY
INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY
BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION
OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE
SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH
TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST
AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND
OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL
CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND
SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT
SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND
SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING THE
FOREGOING, BY ACCEPTANCE OF A PREFERRED SECURITY, EACH HOLDER
THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED
STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES, THE
DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE PREFERRED







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SECURITIES AS EVIDENCING AN UNDIVIDED BENEFICIAL OWNERSHIP INTEREST
IN THE DEBENTURES.






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IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Trust
Agreement to be duly executed as of this _____ day of __________, 20__.


		ITLA CAPITAL CORPORATION,

as Depositor



		By:	 

		Name:	
Timothy M. Doyle

		Title:	
Senior Managing Director and Chief Financial
Officer








		WELLS FARGO BANK, N.A.,

as Property Trustee



		By:	 

		Name:	 

		Title:	 








		WELLS FARGO DELAWARE TRUST COMPANY,

as Delaware Trustee



		By:	 

		Name:	 

		Title:	 








		

		GEORGE W. HALIGOWSKI, as Administrative Trustee


		

		TIMOTHY M. DOYLE, as Administrative Trustee


		

		DON NICKBARG, as Administrative Trustee








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EXHIBIT A


CERTIFICATE OF TRUST


OF


ITLA CAPITAL STATUTORY TRUST VII


            THIS Certificate of Trust of ITLA Capital Statutory Trust VII (the "Trust") is being duly
executed and filed by the undersigned trustees, not in their individual capacities but solely as
trustees,  to form a statutory trust under the Delaware Statutory Trust Act (12 Del. Code § 3801 et
seq.) (the "Act").


            1.	Name.  The name of the statutory trust formed hereby is ITLA Capital Statutory Trust
VII. 


            2.	Delaware Trustee.  The name and business address of the trustee of the Trust in the
State of Delaware is Wells Fargo Delaware Trust Company, 919 Market Street, 7th Floor,
Wilmington, Delaware 19801.


            3.	Effective Date.  This Certificate of Trust shall be effective upon filing.


            IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have duly
executed this Certificate of Trust in accordance with Section 3811(a) of the Act.


		WELLS FARGO DELAWARE TRUST COMPANY,



		By:	 

		Name:	 

		Title:	 









		

		GEORGE W. HALIGOWSKI, as Administrative Trustee


		

		TIMOTHY M. DOYLE, as Administrative Trustee


		

		DON NICKBARG, as Administrative Trustee








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EXHIBIT B



THIS CERTIFICATE IS NOT TRANSFERABLE


	CERTIFICATE NUMBER 1		NUMBER OF COMMON SECURITIES ________



CERTIFICATE EVIDENCING COMMON SECURITIES

OF

ITLA CAPITAL STATUTORY TRUST VII


COMMON SECURITIES

LIQUIDATION AMOUNT $25 PER COMMON SECURITY


            ITLA CAPITAL STATUTORY TRUST VII, a statutory trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that ITLA CAPITAL CORPORATION (the
"Holder") is the registered owner of ________ (_______) common securities of the Trust
representing undivided beneficial interests in the assets of the Trust and designated the Common
Securities (liquidation amount $25 per Common Security) (the "Common Securities"). In
accordance with Section 510 of the Trust Agreement (as defined below), the Common Securities
are not transferable and any attempted transfer hereof shall be void. The designations, rights,
privileges, restrictions, preferences, and other terms and provisions of the Common Securities are
set forth in, and this certificate and the Common Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust
Agreement of the Trust dated as of _______, 20__, as the same may be amended from time to
time (the "Trust Agreement"), including the designation of the terms of the Common Securities
as set forth therein. The Trust shall furnish a copy of the Trust Agreement to the Holder without
charge upon written request to the Trust at its principal place of business or registered office.


            Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is
entitled to the benefits thereunder.


            IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has executed
this certificate this ___ day of __________ 20__.


		ITLA CAPITAL STATUTORY TRUST VII




		By:	 

		Name:	
Timothy M. Doyle

		Title:	
Administrative Trustee








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EXHIBIT C



AGREEMENT AS TO EXPENSES AND LIABILITIES


            AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as of
__________, 20__ between ITLA CAPITAL CORPORATION, a Delaware corporation (the
"Company"), and ITLA CAPITAL STATUTORY TRUST VII, a Delaware statutory trust (the
"Trust").



RECITALS


            WHEREAS, the Trust intends to issue its common securities (the "Common Securities")
to, and receive ___% Subordinated Debentures (the "Debentures") from, the Company and to
issue and sell up to _________ ____% Cumulative Trust Preferred Securities (the "Preferred
Securities") with such powers, preferences and special rights and restrictions as are set forth in
the Amended and Restated Trust Agreement of the Trust dated as of _________, 20__, as the
same may be amended from time to time (the "Trust Agreement"); and


            WHEREAS, the Company shall directly or indirectly own all of the Common Securities
of the Trust and shall issue the Debentures.


            NOW, THEREFORE, in consideration of the purchase by each holder of the Preferred
Securities, which purchase the Company hereby agrees shall benefit the Company and which
purchase the Company acknowledges shall be made in reliance upon the execution and delivery
of this Agreement, the Company, including in its capacity as holder of the Common Securities,
and the Trust hereby agree as follows:



ARTICLE I


            Section 1.1.	Guarantee by the Company.


            Subject to the terms and conditions hereof, the Company, including in its capacity as
holder of the Common Securities, hereby irrevocably and unconditionally guarantees to each
person or entity to whom the Trust is now or hereafter becomes indebted or liable (the
"Beneficiaries") the full payment when and as due, of any and all Obligations (as hereinafter
defined) to such Beneficiaries. As used herein, "Obligations" means any costs, expenses or
liabilities of the Trust other than obligations of the Trust to pay to the holders of any Preferred
Securities or other similar interests in the Trust the amounts due such holders pursuant to the
terms of the Preferred Securities or such other similar interests, as the case may be. This
Agreement is intended to be for the benefit of, and to be enforceable by, all such Beneficiaries,
whether or not such Beneficiaries have received notice hereof.


            Section 1.2.	Term of Agreement.


            This Agreement shall terminate and be of no further force and effect upon the later of (a)
the date on which full payment has been made of all amounts payable to all holders of all the






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Preferred Securities (whether upon redemption, liquidation, exchange or otherwise); and (b) the
date on which there are no Beneficiaries remaining; provided, however, that this Agreement shall
continue to be effective or shall be reinstated, as the case may be, if at any time any holder of the
Preferred Securities or any Beneficiary must restore payment of any sums paid under the
Preferred Securities, under any obligation under the Preferred Securities Guarantee Agreement
dated the date hereof by the Company and Wells Fargo Bank, N.A. as guarantee trustee, or under
this Agreement for any reason whatsoever. This Agreement is continuing, irrevocable,
unconditional and absolute.

            Section 1.3.	Waiver of Notice.


            The Company hereby waives notice of acceptance of this Agreement and of any
obligation to which it applies or may apply, and the Company hereby waives presentment,
demand for payment, protest, notice of nonpayment, notice of dishonor, notice of redemption and
all other notices and demands.


            Section 1.4.	No Impairment.


            The obligations, covenants, agreements and duties of the Company under this Agreement
shall in no way be affected or impaired by reason of the happening from time to time of any of
the following:


            (a)   the extension of time for the payment by the Trust of all or any portion of the
Obligations or for the performance of any other obligation under, arising out of, or in connection
with, the Obligations;


            (b)   any failure, omission, delay or lack of diligence on the part of the Beneficiaries to
enforce, assert or exercise any right, privilege, power or remedy conferred on the Beneficiaries
with respect to the Obligations or any action on the part of the Trust granting indulgence or
extension of any kind; or


            (c)   the voluntary or involuntary liquidation, dissolution, sale of any collateral,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the
Trust or any of the assets of the Trust.


            There shall be no obligation of the Beneficiaries to give notice to, or obtain the consent
of, the Company with respect to the happening of any of the foregoing.


            Section 1.5.	Enforcement.


            A Beneficiary may enforce this Agreement directly against the Company, and the
Company waives any right or remedy to require that any action be brought against the Trust or
any other person or entity before proceeding against the Company.






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ARTICLE II


            Section 2.1.	Binding Effect.


            All guarantees and agreements contained in this Agreement shall bind the successors,
assigns, receivers, trustees and representatives of the Company and shall inure to the benefit of
the Beneficiaries.


            Section 2.2.	Amendment.


            So long as there remains any Beneficiary or any Preferred Securities of any series are
outstanding, this Agreement shall not be modified or amended in any manner adverse to such
Beneficiary or to the holders of the Preferred Securities.


            Section 2.3.	Notices.


            Any notice, request or other communication required or permitted to be given hereunder
shall be given in writing by delivering the same by facsimile transmission (confirmed by mail),
telex, or by registered or certified mail, addressed as follows (and if so given, shall be deemed
given when mailed or upon receipt of an answer back, if sent by telex):


            ITLA Capital Statutory Trust VII c/o ITLA Capital Corporation, 888 Prospect Street, La
Jolla, California 92037. Facsimile No.: (858) 551-1212. Attention: Chief Financial Officer.


            ITLA Capital Corporation, 888 Prospect Street, La Jolla, California 92037. Facsimile
No.: (858) 551-1212. Attention: Chief Financial Officer.


            Section 2.4.	Governing Law.


            This Agreement shall be governed by and construed and interpreted in accordance with
the laws of the State of New York (without regard to conflict of laws principles).



[The remainder of this page has been left blank intentionally]






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            THIS AGREEMENT is executed as of the day and year first above written.


		ITLA CAPITAL CORPORATION,




		By:	 

		Name:	
Timothy M. Doyle

		Title:	
Senior Managing Director and Chief Financial
Officer








		ITLA CAPITAL STATUTORY TRUST VII




		By:	 

		Name:	George W. Haligowski

		Title:	Administrative Trustee











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EXHIBIT D


	Certificate Number 1

CUSIP NO. __________	Number of Preferred Securities _________




Certificate Evidencing Preferred Securities

of

ITLA Capital Statutory Trust VII


_____% Cumulative Trust Preferred Securities

(Liquidation Amount $25 per Preferred Security)


            ITLA CAPITAL STATUTORY TRUST VII, a statutory trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the "Holder") is the registered
owner of ____________ preferred securities (the "Preferred Securities") of the Trust representing
undivided beneficial interests in the assets of the Trust and designated the _____% Cumulative
Trust Preferred Securities (Liquidation Amount $25 per Preferred Security). The Preferred
Securities are transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this Certificate duly endorsed and in proper form for
transfer as provided in Section 504 of the Trust Agreement (as defined herein). The designations,
rights, privileges, restrictions, preferences, and other terms and provisions of the Preferred
Securities are set forth in, and this Certificate and the Preferred Securities represented hereby are
issued and shall in all respects be subject to the terms and provisions of, the Amended and
Restated Trust Agreement of the Trust dated as of ________, 20__, as the same may be amended
from time to time (the "Trust Agreement"), including the designation of the terms of the
Preferred Securities as set forth therein. The Holder is entitled to the benefits of the Preferred
Securities Guarantee Agreement entered into by ITLA Capital Corporation, a Delaware
corporation, and Wells Fargo Bank, N.A., as guarantee trustee, dated as of _________, 20__ (the
"Guarantee"), to the extent provided therein. The Trust shall furnish a copy of the Trust
Agreement and the Guarantee to the Holder without charge upon written request to the Trust at
its principal place of business or registered office.


            Upon receipt of this Certificate, the Holder is bound by the Trust Agreement and is
entitled to the benefits thereunder.


            Unless the Certificate of Authentication has been manually executed by the
Authentication Agent, this Certificate is not valid or effective.







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            IN WITNESS WHEREOF, the Administrative Trustees of the Trust have executed this
Certificate as of this ______ day of __________ 20__.



		ITLA CAPITAL STATUTORY TRUST VII




		By:	 
George W. Haligowski

Administrative Trustee


		By:	 
Timothy M. Doyle

Administrative Trustee


		By:	 
Don Nickbarg

Administrative Trustee








LEGEND


FOR CERTIFICATES EVIDENCING


GLOBAL PREFERRED SECURITIES ONLY:


Unless this certificate is presented by an authorized representative of the Depository Trust
Company, a New York corporation ("DTC"), to Issuer or its agent for registration or transfer,
exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is required by an authorized representative of
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.






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[FORM OF REVERSE OF CERTIFICATE]


            The Trust will furnish without charge to any registered owner of Preferred Securities who so requests, a
copy of the Trust Agreement and the Guarantee. Any such request should be in writing and addressed to ITLA
Capital Statutory Trust VII, c/o ITLA Capital Corporation, 888 Prospect Street, La Jolla, California 92037 or to the
Registrar named on the face of this Certificate.


            The following abbreviations, when used in the inscription on the face of this certificate, shall be construed
as though they were written out in full according to applicable laws or regulations:


	TEN COM	-	as tenants in common	UNIF GIFT MIN ACT	-	Custodian
	TEN ENT	-	as tenants by the entireties			
	JT TEN	-	as joint tenants with right of
survivorship and not as tenant in
common	(Cust)

under Uniform Gifts to Minors Act		(Minor)
	
	
	TOD		transfer on death direction in event of
owner's death, to person named on face
and subject to TOD rules referenced	(State)
			UNIF TRF MIN ACT	-	Custodian
					
			(Minor)

under Uniform Transfers to Minors Act		(until age)
						
				(State)		



            Additional abbreviations may also be used though not in the above list.


            FOR VALUE RECEIVED, the undersigned hereby sell, assign and transfer unto:






(Please insert Social Security or other identifying number of assignee)



 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)







____________________ Preferred Securities represented by the within Certificate,

and do(es) hereby irrevocably constitute and appoint ___________________________


_______________________________________________________________________ attorney


to transfer the said Preferred Securities on the books of the within-named Trust


with full power of substitution in the premises.


Dated:_______________________


		Signature: 

		NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERNATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.



SIGNATURE(S) GUARANTEED:


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE
GUARANTEE PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.






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EXHIBIT E


FORM OF CERTIFICATE OF AUTHENTICATION


CERTIFICATE OF AUTHENTICATION


            This is one of the _____% Cumulative Trust Preferred Securities referred to in the
within-mentioned Amended and Restated Trust Agreement.



Dated:


WELLS FARGO BANK, N.A.,

as Authenticating Agent and Registrar





	By:	 
   Authorized Signatory	










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