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Exhibit 4.6




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TABLE OF CONTENTS
 PageARTICLE I
INTERPRETATION AND DEFINITIONSSECTION 1.1.
    
    Definitions
    
    
    1ARTICLE IIORGANIZATIONSECTION 2.1.
    
    Name
    
    
    8SECTION 2.2.
    
    Office
    
    
    8SECTION 2.3.
    
    Purpose
    
    
    9SECTION 2.4.
    
    Authority
    
    
    9SECTION 2.5.
    
    Title to Property of the Trust
    
    
    9SECTION 2.6.
    
    Powers and Duties of the Trustees and the Administrators
    
    
    9SECTION 2.7.
    
    Prohibition of Actions by the Trust and the Trustees
    
    
    14SECTION 2.8.
    
    Powers and Duties of the Institutional Trustee
    
    
    15SECTION 2.9.
    
    Certain Duties and Responsibilities of the Trustees and the
Administrators
    
    
    16SECTION 2.10.
    
    Certain Rights of Institutional Trustee
    
    
    18SECTION 2.11.
    
    Execution of Documents
    
    
    20SECTION 2.12.
    
    Not Responsible for Recitals or Issuance of Securities
    
    
    21SECTION 2.13.
    
    Duration of Trust
    
    
    21SECTION 2.14.
    
    Mergers
    
    
    21ARTICLE IIISPONSORSECTION 3.1.
    
    Sponsors Purchase of Common Securities
    
    
    23SECTION 3.2.
    
    Responsibilities of the Sponsor
    
    
    23ARTICLE IVTRUSTEES AND ADMINISTRATORSSECTION 4.1.
    
    Number of Trustees
    
    
    23SECTION 4.2.
    
    Institutional Trustee; Eligibility
    
    
    24SECTION 4.3.
    
    Administrators
    
    
    24SECTION 4.4.
    
    Appointment, Removal and Resignation of the Trustees and the
Administrators
    
    
    24SECTION 4.5.
    
    Vacancies Among Trustees
    
    
    26
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TABLE OF CONTENTS
 PageSECTION 4.6.
    
    Effect of Vacancies
    
    
    26SECTION 4.7.
    
    Meetings of the Trustees and the Administrators
    
    
    26SECTION 4.8.
    
    Delegation of Power
    
    
    27SECTION 4.9.
    
    Merger, Conversion, Consolidation or Succession to Business
    
    
    27ARTICLE VDISTRIBUTIONSSECTION 5.1.
    
    Distributions
    
    
    27ARTICLE VIISSUANCE OF SECURITIESSECTION 6.1.
    
    General Provisions Regarding Securities
    
    
    28SECTION 6.2.
    
    Paying Agent, Transfer Agent, Calculation Agent and
Registrar
    
    
    29SECTION 6.3.
    
    Form and Dating
    
    
    29SECTION 6.4.
    
    Mutilated, Destroyed, Lost or Stolen Certificates
    
    
    30SECTION 6.5.
    
    Temporary Securities
    
    
    30SECTION 6.6.
    
    Cancellation
    
    
    30SECTION 6.7.
    
    Rights of Holders; Waivers of Past Defaults
    
    
    31ARTICLE VIIDISSOLUTION AND TERMINATION OF TRUSTSECTION 7.1.
    
    Dissolution and Termination of Trust
    
    
    33ARTICLE VIIITRANSFER OF INTERESTSSECTION 8.1.
    
    General

    
    
    34SECTION 8.2.
    
    Transfer Procedures and Restrictions
    
    
    35SECTION 8.3.
    
    Deemed Security Holders
    
    
    38ARTICLE IXLIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERSSECTION 9.1.
    
    Liability
    
    
    38SECTION 9.2.
    
    Exculpation
    
    
    38SECTION 9.3.
    
    Fiduciary Duty
    
    
    39SECTION 9.4.
    
    Indemnification
    
    
    40SECTION 9.5.
    
    Outside Businesses
    
    
    43SECTION 9.6.
    
    Compensation; Fee
    
    
    43
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TABLE OF CONTENTS
 PageARTICLE XACCOUNTINGSECTION 10.1.
    
    Fiscal Year
    
    
    43SECTION 10.2.
    
    Certain Accounting Matters
    
    
    44SECTION 10.3.
    
    Banking
    
    
    44SECTION 10.4.
    
    Withholding
    
    
    44ARTICLE XIAMENDMENTS AND MEETINGSSECTION 11.1.
    
    Amendments
    
    
    45SECTION 11.2.
    
    Meetings of the Holders of the Securities;
Action by Written
Consent
    
    
    47ARTICLE XIIREPRESENTATIONS OF INSTITUTIONAL TRUSTEESECTION 12.1.
    
    Representations and Warranties of Institutional
Trustee
    
    
    48ARTICLE XIIIMISCELLANEOUSSECTION 13.1.
    
    Notices
    
    
    49SECTION 13.2.
    
    Governing Law
    
    
    51SECTION 13.3.
    
    Submission to Jurisdiction
    
    
    51SECTION 13.4.
    
    Intention of the Parties
    
    
    51SECTION 13.5.
    
    Headings
    
    
    51SECTION 13.6.
    
    Successors and Assigns
    
    
    51SECTION 13.7.
    
    Partial Enforceability
    
    
    52SECTION 13.8.
    
    Counterparts
    
    
    52
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TABLE OF CONTENTS
 PageANNEXES AND EXHIBITSANNEX I
    
    Terms of TP Securities and Common SecuritiesEXHIBIT A-1
    
    Form of Capital Security CertificateEXHIBIT A-2
    
    Form of Common Security Certificate
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Definitions.




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&
           rd
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et seq
   -7-




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Name
 Office rd
 -8-




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Purpose.
 Authority.
 Title to Property of the Trust.
 Powers and Duties of the Trustees and the Administrators.
    -9-




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(provided,
     -12-




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Prohibition of Actions by the Trust  and the Trustees.
        -14-




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Powers and Duties of the Institutional Trustee.
        provided, however,
 -15-




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provided, however,
      Certain Duties and Responsibilities of the Trustees and the
Administrators.
  -16-




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-17-




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Certain Rights of Institutional Trustee.
   -18-




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provided,




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Execution of Documents
 -20-




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Not Responsible for Recitals or Issuance of Securities
 Duration of Trust
 Mergers
  provided
       -21-




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-22-




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Sponsors Purchase of Common Securities
 Responsibilities of the Sponsor
    
 Number of Trustees
   -23-




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Institutional Trustee; Eligibility
        Administrators
  Appointment, Removal and Resignation of the Trustees and the
Administrators
  -24-




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Vacancies Among Trustees
 Effect of Vacancies
 Meetings of the Trustees and the Administrators
 -26-




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Delegation of Power
   Merger, Conversion, Consolidation or Succession to Business
  
 Distributions
  -27-




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General Provisions Regarding Securities
 pari passu
  -28-




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Paying Agent, Transfer Agent, Calculation Agent and Registrar
   Form and Dating
  -29-




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Mutilated, Destroyed, Lost or Stolen Certificates
 Temporary Securities
 Cancellation
 -30-




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Rights of Holders; Waivers of Past Defaults
         -31-




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Dissolution and Termination of Trust
           -33-




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General
      -34-




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Transfer Procedures and Restrictions
  provided however
   -35-




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-36-




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-37-




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Deemed Security Holders
  
 Liability
      Exculpation
  -38-




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Fiduciary Duty
     -39-




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Indemnification
    -40-




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-41-




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-42-




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provided
 Outside Businesses
 Compensation; Fee
     
 Fiscal Year
 -43-




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Certain Accounting Matters
      Banking provided however
 Withholding
 -44-




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Amendments
        -45-




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-46-




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provided however
 Meetings of the Holders of the Securities; Action by Written Consent
    -47-




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provided however
 
 Representations and Warranties of Institutional Trustee
 -48-




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Notices
  -49-




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rd
  rd
  
   -50-




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Governing Law
 Submission to Jurisdiction
    Intention of the Parties
 Headings
 Successors and Assigns
 -51-




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Partial Enforceability
 Counterparts
 -52-




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U.S. BANK NATIONAL ASSOCIATION,
as Institutional TrusteeBy:
    /s/ Paul D. AllenName:
    Paul D. AllenTitle:
    Vice PresidentCAPITAL CORP OF THE WEST,
as SponsorBy:
    /s/ Thomas HawkenName:
    Thomas HawkenTitle:
    President/CEOBy:
    /s/ David CurtisName:
    David CurtisAdministratorBy:
    /s/ Janey CabralName:
    Janey CabralAdministrator -53-




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A-I-1




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A-I-2




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A-I-3




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provided however provided further
 A-I-4




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Liquidation Distribution Upon Dissolution
  A-I-5




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A-I-6




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Redemption and Distribution.
   A-I-7




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A-I-8




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Special Redemption During the 12-Month Period Beginning September 15
    
    Percentage of Principal Amount2007
    
    
    103.140
    %2008
    
    
    102.355
    %2009
    
    
    101.570
    %2010
    
    
    100.785
    %2011 and thereafter
    
    
    100.000
    %
   provided however
     A-I-9




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A-I-10




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5.

    Voting Rights  Capital Securities.




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6.

    Voting Rights  Common Securities.




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7.

    Amendments to Declaration and Indenture.




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Pro Rata
 Ranking




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Acceptance of Guarantee and Indenture
 No Preemptive Rights
 Miscellaneous




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EXHIBIT A-1
 FORM OF CAPITAL SECURITY CERTIFICATE




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Certificate Number [P-001 ]
    
    Number of Capital Securities: 15,000




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County Statutory Trust IIIBy:Name:Title: AdministratorDated:
   U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Institutional TrusteeBy:Authorized SignatoryDated:




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(Insert assignees social security or tax identification number)(Insert address and zip code of assignee),
 
 Date:Signature:
  Signature Guarantee:1
 
 1
    
    Signature must be guaranteed by an eligible guarantor institution that is a bank, stockbroker,
savings and loan association or credit union meeting the requirements of the Security registrar,
which requirements include membership or participation in the Securities Transfer Agents Medallion
Program (STAMP) or such other signature guarantee program as may be determined by the Security
registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.




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EXHIBIT A-2
 FORM OF COMMON SECURITY CERTIFICATE




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Certificate Number [C-001]
    
    Number of Common Securities: 464




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County Statutory Trust IIIBy:Name:Title:
    
    Administrator




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(Insert assignees social security or tax identification number)(Insert address and zip code of assignee),
 
 Date:Signature:
  Signature Guarantee:1
 
 1
    
    Signature must be guaranteed by an eligible guarantor institution that is a bank, stockbroker,
savings and loan association or credit union, meeting the requirements of the Security registrar,
which requirements include membership or participation in the Securities Transfer Agents Medallion
Program (STAMP) or such other signature guarantee program as may be determined by the Security
registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.