Exhibit
        4.7

       

      
        

      

      
        

      

    

    


    AMENDED
      AND RESTATED DECLARATION

    OF
      TRUST

    


    by
      and among

    


    WILMINGTON
      TRUST COMPANY,

    as
      Delaware Trustee,

    


    WILMINGTON
      TRUST COMPANY,

    as
      Institutional Trustee,

    


    WILSHIRE
      BANCORP, INC.,

    as
      Sponsor,

    


    and

    


    SOO
      BONG MIN, BRIAN E. CHO and

    ELAINE
      JEON,

    as
      Administrators,

    


    Dated
      as of March 17, 2005

     

    
      

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      	 	 	 	 	
               Page

            
	
              ARTICLE
                I INTERPRETATION AND DEFINITIONS

            	 	
              1

            
	
              Section
                1.1.

            	 	
              Definitions

            	 	
              1

            
	 	 	 	 	 
	
              ARTICLE
                II ORGANIZATION

            	 	
              7

            
	
              Section
                2.1.

            	 	
              Name

            	 	
              7

            
	
              Section
                2.2.

            	 	
              Office

            	 	
              7

            
	
              Section
                2.3.

            	 	
              Purpose

            	 	
              7

            
	
              Section
                2.4.

            	 	
              Authority

            	 	
              8

            
	
              Section
                2.5.

            	 	
              Title
                to Property of the Trust

            	 	
              8

            
	
              Section
                2.6.

            	 	
              Powers
                and Duties of the Trustees and the Administrators

            	 	
              8

            
	
              Section
                2.7.

            	 	
              Prohibition
                of Actions by the Trust and the Institutional Trustee

            	 	
              11

            
	
              Section
                2.8.

            	 	
              Powers
                and Duties of the Institutional Trustee

            	 	
              12

            
	
              Section
                2.9.

            	 	
              Certain
                Duties and Responsibilities of the Trustees and
                Administrators

            	 	
              13

            
	
              Section
                2.10.

            	 	
              Certain
                Rights of Institutional Trustee

            	 	
              15

            
	
              Section
                2.11.

            	 	
              Delaware
                Trustee

            	 	
              16

            
	
              Section
                2.12.

            	 	
              Execution
                of Documents

            	 	
              17

            
	
              Section
                2.13.

            	 	
              Not
                Responsible for Recitals or Issuance of Securities

            	 	
              17

            
	
              Section
                2.14.

            	 	
              Duration
                of Trust

            	 	
              17

            
	
              Section
                2.15.

            	 	
              Mergers

            	 	
              17

            
	 	 	 	 	 
	
              ARTICLE
                III SPONSOR

            	 	
              18

            
	
              Section
                3.1.

            	 	
              Sponsor’s
                Purchase of Common Securities

            	 	
              18

            
	
              Section
                3.2.

            	 	
              Responsibilities
                of the Sponsor

            	 	
              18

            
	
              Section
                3.3.

            	 	
              Expenses

            	 	
              19

            
	
              Section
                3.4.

            	 	
              Right
                to Proceed

            	 	
              19

            
	 	 	 	 	 
	
              ARTICLE
                IV INSTITUTIONAL TRUSTEE AND ADMINISTRATORS

            	 	
              19

            
	
              Section
                4.1.

            	 	
              Number
                of Trustees

            	 	
              19

            
	
              Section
                4.2.

            	 	
              Delaware
                Trustee; Eligibility

            	 	
              20

            
	
              Section
                4.3.

            	 	
              Institutional
                Trustee; Eligibility

            	 	
              20

            
	
              Section
                4.4.

            	 	
              Administrators

            	 	
              20

            
	
              Section
                4.5.

            	 	
              Appointment,
                Removal and Resignation of Trustees and Administrators

            	 	
              21

            
	
              Section
                4.6.

            	 	
              Vacancies
                Among Trustees

            	 	
              22

            
	
              Section
                4.7.

            	 	
              Effect
                of Vacancies

            	 	
              22

            
	
              Section
                4.8.

            	 	
              Meetings
                of the Trustees and the Administrators

            	 	
              22

            
	
              Section
                4.9.

            	 	
              Delegation
                of Power

            	 	
              23

            
	
              Section
                4.10.

            	 	
              Conversion,
                Consolidation or Succession to Business

            	 	
              23

            
	 	 	 	 	 
	
              ARTICLE
                V DISTRIBUTIONS

            	 	
              23

            
	
              Section
                5.1.

            	 	
              Distributions

            	 	
              23

            
	 	 	 	 	 
	
              ARTICLE
                VI ISSUANCE OF SECURITIES

            	 	
              24

            
	
              Section
                6.1.

            	 	
              General
                Provisions Regarding Securities

            	 	
              24

            
	
              Section
                6.2.

            	 	
              Paying
                Agent, Transfer Agent and Registrar

            	 	
              24

            
	
              Section
                6.3.

            	 	
              Form
                and Dating

            	 	
              25

            
	
              Section
                6.4.

            	 	
              Mutilated,
                Destroyed, Lost or Stolen Certificates

            	 	
              25

            
	
              Section
                6.5.

            	 	
              Temporary
                Securities

            	 	
              25

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                6.6.

            	 	
              Cancellation

            	 	
              26

            
	
              Section
                6.7.

            	 	
              Rights
                of Holders; Waivers of Past Defaults

            	 	
              26

            
	 	 	 
	
              ARTICLE
                VII DISSOLUTION AND TERMINATION OF TRUST

            	 	
              27

            
	
              Section
                7.1.

            	 	
              Dissolution
                and Termination of Trust

            	 	
              27

            
	 	 	 	 	 
	
              ARTICLE
                VIII TRANSFER OF INTERESTS

            	 	
              28

            
	
              Section
                8.1.

            	 	
              General

            	 	
              28

            
	
              Section
                8.2.

            	 	
              Transfer
                Procedures and Restrictions

            	 	
              29

            
	
              Section
                8.3.

            	 	
              Deemed
                Security Holders

            	 	
              31

            
	 	 	 	 	 
	
              ARTICLE
                IX LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, INSTITUTIONAL
                TRUSTEE
                OR OTHERS

            	 	
              31

            
	
              Section
                9.1.

            	 	
              Liability

            	 	
              31

            
	
              Section
                9.2.

            	 	
              Exculpation

            	 	
              32

            
	
              Section
                9.3.

            	 	
              Fiduciary
                Duty

            	 	
              32

            
	
              Section
                9.4.

            	 	
              Indemnification

            	 	
              32

            
	
              Section
                9.5.

            	 	
              Outside
                Businesses

            	 	
              34

            
	
              Section
                9.6.

            	 	
              Compensation;
                Fee

            	 	
              35

            
	 	 	 	 	 
	
              ARTICLE
                X ACCOUNTING

            	 	
              35

            
	
              Section
                10.1.

            	 	
              Fiscal
                Year

            	 	
              35

            
	
              Section
                10.2.

            	 	
              Certain
                Accounting Matters

            	 	
              35

            
	
              Section
                10.3.

            	 	
              Banking

            	 	
              36

            
	
              Section
                10.4.

            	 	
              Withholding

            	 	
              36

            
	 	 	 	 	
               

            
	
              ARTICLE
                XI AMENDMENTS AND MEETINGS

            	 	
              36

            
	
              Section
                11.1.

            	 	
              Amendments

            	 	
              36

            
	
              Section
                11.2.

            	 	
              Meetings
                of the Holders of Securities; Action by Written Consent

            	 	
              38

            
	 	 	 	 	
               

            
	
              ARTICLE
                XII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND THE DELAWARE
                TRUSTEE

            	 	
              39

            
	
              Section
                12.1.

            	 	
              Representations
                and Warranties of Institutional Trustee

            	 	
              39

            
	
              Section
                12.2.

            	 	
              Representations
                of the Delaware Trustee

            	 	
              39

            
	 	 	 	 	 
	
              ARTICLE
                XIII MISCELLANEOUS

            	 	
              40

            
	
              Section
                13.1.

            	 	
              Notices

            	 	
              40

            
	
              Section
                13.2.

            	 	
              Governing
                Law

            	 	
              41

            
	
              Section
                13.3.

            	 	
              Intention
                of the Parties

            	 	
              41

            
	
              Section
                13.4.

            	 	
              Headings

            	 	
              41

            
	
              Section
                13.5.

            	 	
              Successors
                and Assigns

            	 	
              41

            
	
              Section
                13.6.

            	 	
              Partial
                Enforceability

            	 	
              41

            
	
              Section
                13.7.

            	 	
              Counterparts

            	 	
              42

            


    

     

    
      
        	
                Annex
                  I

              	 	
                Terms
                  of Securities

              
	
                Exhibit
                  A-1

              	 	
                Form
                  of Capital Security Certificate

              
	
                Exhibit
                  A-2

              	 	
                Form
                  of Capital Security Certificate

              
	
                Exhibit
                  A-3

              	 	
                Form
                  of Common Security Certificate

              
	
                Exhibit
                  B

              	 	
                Specimen
                  of Initial Debenture

              
	
                Exhibit
                  C

              	 	
                Placement
                  Agreement

              


      

       

       

    

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        


        AMENDED
          AND RESTATED

         

        DECLARATION
          OF TRUST

         

        OF

         

        WILSHIRE
          STATUTORY TRUST II

         

        March
          17, 2005

         

        AMENDED
          AND RESTATED DECLARATION OF TRUST (“Declaration”)
          dated
          and effective as of March 17, 2005, by the Trustees (as defined herein),
          the
          Administrators (as defined herein), the Sponsor (as defined herein) and
          by the
          holders, from time to time, of undivided beneficial interests in the Trust
          (as
          defined herein) to be issued pursuant to this Declaration;

         

        WHEREAS,
          the Trustees, the Administrators and the Sponsor established Wilshire Statutory
          Trust II (the “Trust”),
          a
          statutory trust under the Statutory Trust Act (as defined herein) pursuant
          to a
          Declaration of Trust dated as of March 3, 2005 (the “Original
          Declaration”),
          and a
          Certificate of Trust filed with the Secretary of State of the State of
          Delaware
          on March 3, 2005, for the sole purpose of issuing and selling certain securities
          representing undivided beneficial interests in the assets of the Trust
          and
          investing the proceeds thereof in certain debentures of the Debenture Issuer
          (as
          defined herein);

         

        WHEREAS,
          as of the date hereof, no interests in the Trust have been issued;
          and

         

        WHEREAS,
          the Trustees, the Administrators and the Sponsor, by this Declaration,
          amend and
          restate each and every term and provision of the Original
          Declaration;

         

        NOW,
          THEREFORE, it being the intention of the parties hereto to continue the
          Trust as
          a statutory trust under the Statutory Trust Act and that this Declaration
          constitutes the governing instrument of such statutory trust, the Trustees
          declare that all assets contributed to the Trust will be held in trust
          for the
          benefit of the holders, from time to time, of the securities representing
          undivided beneficial interests in the assets of the Trust issued hereunder,
          subject to the provisions of this Declaration. The parties hereto hereby
          agree
          as follows:

         

        ARTICLE
          I


         

        INTERPRETATION
          AND DEFINITIONS

         

        Section
          1.1. Definitions. Unless
          the context otherwise requires:

         

        (a)  Capitalized
          terms used in this Declaration but not defined in the preamble above have
          the
          respective meanings assigned to them in this Section
          1.1;

         

        (b)  a
          term defined anywhere in this Declaration has the same meaning
          throughout;

         

        (c)  all
          references to “the Declaration” or “this Declaration” are to this Declaration as
          modified, supplemented or amended from time to time;

         

        (d)  all
          references in this Declaration to Articles and Sections and Annexes and
          Exhibits
          are to Articles and Sections of and Annexes and Exhibits to this Declaration
          unless otherwise specified; and

         

        (e)  a
          reference to the singular includes the plural and vice versa.

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

         

        “Additional
          Interest”
has
          the
          meaning set forth in the Indenture.

         

        “Administrative
          Action”
has
          the
          meaning set forth in paragraph 4(a) of Annex I.

         

        “Administrators”
means
          each of Soo Bong Min, Brian E. Cho and Elaine Jeon, solely in such Person’s
          capacity as Administrator of the Trust created and continued hereunder
          and not
          in such Person’s individual capacity, or such Administrator’s successor in
          interest in such capacity, or any successor appointed as herein
          provided.

         

        “Affiliate”
has
          the
          same meaning as given to that term in Rule 405 of the Securities Act or any
          successor rule thereunder.

         

        “Authorized
          Officer”
of
          a
          Person means any Person that is authorized to bind such Person.

         

        “Bankruptcy
          Event”
means,
          with respect to any Person:

         

        (a) a
          court
          having jurisdiction in the premises shall enter a decree or order for relief
          in
          respect of such Person in an involuntary case under any applicable bankruptcy,
          insolvency or other similar law now or hereafter in effect, or appointing
          a
          receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
          official) of such Person or for any substantial part of its property, or
          ordering the winding-up or liquidation of its affairs and such decree or
          order
          shall remain unstayed and in effect for a period of 90 consecutive days;
          or

         

        (b) such
          Person shall commence a voluntary case under any applicable bankruptcy,
          insolvency or other similar law now or hereafter in effect, shall consent
          to the
          entry of an order for relief in an involuntary case under any such law,
          or shall
          consent to the appointment of or taking possession by a receiver, liquidator,
          assignee, trustee, custodian, sequestrator (or other similar official)
          of such
          Person of any substantial part of its property, or shall make any general
          assignment for the benefit of creditors, or shall fail generally to pay
          its
          debts as they become due.

         

        “Business
          Day”
means
          any day other than Saturday, Sunday or any other day on which banking
          institutions in New York City or Wilmington, Delaware are permitted or
          required
          by any applicable law or executive order to close.

         

        “Capital
          Securities”
has
          the
          meaning set forth in paragraph 1(a) of Annex I.

         

        “Capital
          Security Certificate”
means
          a
          definitive Certificate in fully registered form representing a Capital
          Security
          substantially in the form of Exhibits A-1 and A-2.

         

        “Capital
          Treatment Event”
has
          the
          meaning set forth in paragraph 4(a)
          of
          Annex I.

         

        “Certificate”
means
          any certificate evidencing Securities.

         

        “Closing
          Date”
has
          the
          meaning set forth in the Placement Agreement.

         

        “Code”
means
          the Internal Revenue Code of 1986, as amended from time to time, or any
          successor legislation.

         

        “Common
          Securities”
has
          the
          meaning set forth in paragraph 1(b) of Annex I.

         

        “Common
          Security Certificate”
means
          a
          definitive Certificate in fully registered form representing a Common Security
          substantially in the form of Exhibit A-3.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        “Company
          Indemnified Person”
means
          (a) any Administrator; (b) any Affiliate of any Administrator;
          (c) any officers, directors, shareholders, members, partners, employees,
          representatives or agents of any Administrator; or (d) any officer,
          employee or agent of the Trust or its Affiliates.

         

        “Corporate
          Trust Office”
means
          the office of the Institutional Trustee at which the corporate trust business
          of
          the Institutional Trustee shall, at any particular time, be principally
          administered, which office at the date of execution of this Declaration
          is
          located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware
          19890-1600, Attn: Corporate Trust Administration.

         

        “Coupon
          Rate”
has
          the
          meaning set forth in paragraph 2(a)
          of
          Annex I.

         

        “Covered
          Person”
means:
          (a) any Administrator, officer, director, shareholder, partner, member,
          representative, employee or agent of (i) the Trust or (ii) any of the
          Trust’s Affiliates; and (b) any Holder of Securities.

         

        “Creditor”
has
          the
          meaning set forth in Section 3.3.

         

        “Debenture
          Issuer”
means
          Wilshire Bancorp, Inc., a California corporation, in its capacity as issuer
          of
          the Debentures under the Indenture.

         

        “Debenture
          Trustee”
means
          Wilmington Trust Company, as trustee under the Indenture until a successor
          is
          appointed thereunder, and thereafter means such successor trustee.

         

        “Debentures”
means
          the Floating Rate Junior Subordinated Deferrable Interest Debentures due
          2035 to
          be issued by the Debenture Issuer under the Indenture.

         

        “Defaulted
          Interest”
has
          the
          meaning set forth in the Indenture.

         

        “Delaware
          Trustee”
has
          the
          meaning set forth in Section 4.2.

         

        “Determination
          Date”
has
          the
          meaning set forth in paragraph 4(a) of Annex I.

         

        “Direct
          Action”
has
          the
          meaning set forth in Section
          2.8(d).

         

        “Distribution”
means
          a
          distribution payable to Holders of Securities in accordance with Section
          5.1.

         

        “Distribution
          Payment Date”
has
          the
          meaning set forth in paragraph 2(b)
          of
          Annex I.

         

        “Distribution
          Period”
means
          (i) with respect to the Distribution paid on the first Distribution Payment
          Date, the period beginning on (and including) the date of original issuance
          and
          ending on (but excluding) the Distribution Payment Date in June 2005 and
          (ii) thereafter, with respect to a Distribution paid on each successive
          Distribution Payment Date, the period beginning on (and including) the
          preceding
          Distribution Payment Date and ending on (but excluding) such current
          Distribution Payment Date.

         

        “Distribution
          Rate”
means,
          for the Distribution Period beginning on (and including) the date of original
          issuance and ending on (but excluding) the Distribution Payment Date in
          June
          2005, the rate per annum of 4.76%, and for each Distribution Period beginning
          on
          or after the Distribution Payment Date in June 2005, the Coupon Rate for
          such
          Distribution Period.

         

        “Event
          of Default”
means
          any one of the following events (whatever the reason for such event 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):

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        (a) the
          occurrence of an Indenture Event of Default; or

         

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

         

        (c) default
          in the performance, or breach, in any material respect, of any covenant
          or
          warranty of the Institutional Trustee in this Declaration (other than those
          specified in clause (a) or (b) above) and continuation of such default or
          breach for a period of 60 days after there has been given, by registered or
          certified mail to the Institutional Trustee and to the Sponsor by the Holders
          of
          at least 25% in aggregate liquidation amount of the outstanding Capital
          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

         

        (d) the
          occurrence of a Bankruptcy Event with respect to the Institutional Trustee
          if a
          successor Institutional Trustee has not been appointed within 90 days
          thereof.

         

        “Extension
          Event of Default”
has
          the
          meaning set forth in the Indenture for “Acceleration Event of
          Default.”

         

        “Extension
          Period”
has
          the
          meaning set forth in paragraph 2(b)
          of
          Annex I.

         

        “Federal
          Reserve”
has
          the
          meaning set forth in paragraph 3 of Annex I.

         

        “Fiduciary
          Indemnified Person”
shall
          mean each of the Institutional Trustee (including in its individual capacity),
          the Delaware Trustee (including in its individual capacity), any Affiliate
          of
          the Institutional Trustee or Delaware Trustee and any officers, directors,
          shareholders, members, partners, employees, representatives, custodians,
          nominees or agents of the Institutional Trustee or Delaware
          Trustee.

         

        “Fiscal
          Year”
has
          the
          meaning set forth in Section
          10.1.

         

        “Guarantee”
means
          the guarantee agreement to be dated as of the Closing Date, of the Sponsor
          in
          respect of the Capital Securities.

         

        “Holder”
means
          a
          Person in whose name a Certificate representing a Security is registered,
          such
          Person being a beneficial owner within the meaning of the Statutory Trust
          Act.

         

        “Indemnified
          Person”
means
          a
          Company Indemnified Person or a Fiduciary Indemnified Person.

         

        “Indenture”
means
          the Indenture dated as of the Closing Date, between the Debenture Issuer
          and the
          Debenture Trustee, and any indenture supplemental thereto pursuant to which
          the
          Debentures are to be issued, as such Indenture and any supplemental indenture
          may be amended, supplemented or otherwise modified from time to
          time.

         

        “Indenture
          Event of Default”
means
          an “Event of Default” as defined in the Indenture.

         

        “Institutional
          Trustee”
means
          the Trustee meeting the eligibility requirements set forth in Section
          4.3.

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        “Interest”
means
          any interest due on the Debentures including any Additional Interest and
          Defaulted Interest.

         

        “Investment
          Company”
means
          an investment company as defined in the Investment Company Act.

         

        “Investment
          Company Act”
means
          the Investment Company Act of 1940, as amended from time to time, or any
          successor legislation.

         

        “Investment
          Company Event”
has
          the
          meaning set forth in paragraph 4(a) of Annex I.

         

        “Liquidation”
has
          the
          meaning set forth in paragraph 3 of Annex I.

         

        “Liquidation
          Distribution”
has
          the
          meaning set forth in paragraph 3 of Annex I.

         

        “Majority
          in liquidation amount of the Securities”
means
          Holder(s) of outstanding Securities voting together as a single class or,
          as the
          context may require, Holders of outstanding Capital Securities or Holders
          of
          outstanding Common Securities voting separately as a class, who are the
          record
          owners of more than 50% of the aggregate liquidation amount (including
          the
          stated amount that would be paid on redemption, liquidation or otherwise,
          plus
          accrued and unpaid Distributions to the date upon which the voting percentages
          are determined) of all outstanding Securities of the relevant
          class.

         

        “Maturity
          Date”
has
          the
          meaning set forth in paragraph 4(a) of Annex I.

         

        “Officers’
          Certificates”
means,
          with respect to any Person, a certificate signed by two Authorized Officers
          of
          such Person. Any Officers’ Certificate delivered with respect to compliance with
          a condition or covenant providing for it in this Declaration shall
          include:

         

        (a) a
          statement that each officer signing the 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 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.

         

        “OTS”
has
          the
          meaning set forth in paragraph 3 of Annex I.

         

        “Paying
          Agent”
has
          the
          meaning specified in Section
          6.2.

         

        “Person”
means
          a
          legal person, including any individual, corporation, estate, partnership,
          joint
          venture, association, joint stock company, limited liability company, trust,
          unincorporated association, or government or any agency or political subdivision
          thereof, or any other entity of whatever nature.

         

        “Placement
          Agreement”
means
          the Placement Agreement relating to the offering and sale of Capital Securities
          in the form of Exhibit C.

         

        “Property
          Account”
has
          the
          meaning set forth in Section
          2.8(c).

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        “Pro
          Rata”
has
          the
          meaning set forth in paragraph 8 of Annex I.

         

        “Quorum”
means
          a
          majority of the Administrators or, if there are only two Administrators,
          both of
          them.

         

        “Redemption
          Date”
has
          the
          meaning set forth in paragraph 4(a) of Annex I.

         

        “Redemption/Distribution
          Notice”
has
          the
          meaning set forth in paragraph 4(e)
          of
          Annex I.

         

        “Redemption
          Price”
has
          the
          meaning set forth in paragraph 4(a)
          of
          Annex I.

         

        “Registrar”
has
          the
          meaning set forth in Section
          6.2.

         

        “Relevant
          Trustee”
has
          the
          meaning set forth in Section 4.5(a). 

         

        “Responsible
          Officer”
means,
          with respect to the Institutional Trustee, any officer within the Corporate
          Trust Office of the Institutional Trustee, including any vice-president,
          any
          assistant vice-president, any assistant secretary, the treasurer, any assistant
          treasurer, any trust officer or other officer of the Corporate Trust Office
          of
          the Institutional Trustee customarily performing functions similar to those
          performed by any of the above designated officers and also means, with
          respect
          to a particular corporate trust matter, any other officer to whom such
          matter is
          referred because of that officer’s knowledge of and familiarity with the
          particular subject.

         

        “Restricted
          Securities Legend”
has
          the
          meaning set forth in Section
          8.2(b).

         

        “Rule 3a-5”
means
          Rule 3a-5 under the Investment Company Act.

         

        “Rule 3a-7”
means
          Rule 3a-7 under the Investment Company Act.

         

        “Securities”
means
          the Common Securities and the Capital Securities.

         

        “Securities
          Act”
means
          the Securities Act of 1933, as amended from time to time, or any successor
          legislation.

         

        “Special
          Event”
has
          the
          meaning set forth in paragraph 4(a)
          of
          Annex I.

         

        “Special
          Redemption Date”
has
          the
          meaning set forth in paragraph 4(a)
          of
          Annex I.

         

        “Special
          Redemption Price”
has
          the
          meaning set forth in paragraph 4(a)
          of
          Annex I.

         

        “Sponsor”
means
          Wilshire Bancorp, Inc., a California corporation, or any successor entity
          in a
          merger, consolidation or amalgamation, in its capacity as sponsor of the
          Trust.

         

        “Statutory
          Trust Act”
means
          Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §§ 3801, et
          seq.
          as may
          be amended from time to time.

         

        “Successor
          Entity”
has
          the
          meaning set forth in Section 2.15(b).

         

        “Successor
          Delaware Trustee”
has
          the
          meaning set forth in Section 4.5(e).

         

        “Successor
          Institutional Trustee”
has
          the
          meaning set forth in Section 4.5(b).

         

        “Successor
          Securities”
has
          the
          meaning set forth in Section 2.15(b).

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        “Super
          Majority”
has
          the
          meaning set forth in paragraph 5(b)
          of
          Annex I.

         

        “Tax
          Event”
has
          the
          meaning set forth in paragraph 4(a)
          of
          Annex I.

         

        “10%
          in
          liquidation amount of the Securities”
means
          Holder(s) of outstanding Securities voting together as a single class or,
          as the
          context may require, Holders of outstanding Capital Securities or Holders
          of
          outstanding Common Securities voting separately as a class, who are the
          record
          owners of 10% or more of the aggregate liquidation amount (including the
          stated
          amount that would be paid on redemption, liquidation or otherwise, plus
          accrued
          and unpaid Distributions to the date upon which the voting percentages
          are
          determined) of all outstanding Securities of the relevant class.

         

        “3-Month
          LIBOR”
has
          the
          meaning set forth in paragraph 4(a) of Annex I.

         

        “Transfer
          Agent”
has
          the
          meaning set forth in Section
          6.2.

         

        “Treasury
          Regulations”
means
          the income tax regulations, including temporary and proposed regulations,
          promulgated under the Code by the United States Treasury, as such regulations
          may be amended from time to time (including corresponding provisions of
          succeeding regulations).

         

        “Trust
          Property”
means
          (a) the Debentures, (b) any cash on deposit in, or owing to, the
          Property Account and (c) 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 Institutional Trustee pursuant to the trusts of this
          Declaration.

         

        “Trustee”
or
          “Trustees”
means
          each Person who has signed this Declaration as a trustee, so long as such
          Person
          shall continue in office in accordance with the terms hereof, and all other
          Persons who may from time to time be duly appointed, qualified and serving
          as
          Trustees in accordance with the provisions hereof, and references herein
          to a
          Trustee or the Trustees shall refer to such Person or Persons solely in
          their
          capacity as trustees hereunder. 

         

        “U.S.
          Person”
means
          a
          United States Person as defined in Section 7701(a)(30) of the Code.

         

        ARTICLE
          II


         

        ORGANIZATION

         

        Section
          2.1. Name. The
          Trust is named “Wilshire Statutory Trust II,” as such name may be modified from
          time to time by the Administrators following written notice to the Holders
          of
          the Securities. The Trust’s activities may be conducted under the name of the
          Trust or any other name deemed advisable by the Administrators.

         

        Section
          2.2. Office. The
          address of the principal office of the Trust is c/o Wilmington Trust Company,
          Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-1600.
          On at least 10 Business Days written notice to the Holders of the
          Securities, the Administrators may designate another principal office,
          which
          shall be in a state of the United States or in the District of
          Columbia.

         

        Section
          2.3. Purpose. The
          exclusive purposes and functions of the Trust are (a) to issue and sell the
          Securities representing undivided beneficial interests in the assets of
          the
          Trust, (b) to invest the gross proceeds from such sale to acquire the
          Debentures, (c) to facilitate direct investment in the assets of the Trust
          through issuance of the Common Securities and the Capital Securities and
          (d) except as otherwise limited herein, to engage in only those other
          activities necessary or incidental thereto. The Trust shall not borrow
          money,
          issue debt or reinvest proceeds derived from investments, pledge any of
          its
          assets, or otherwise undertake (or permit to be undertaken) any activity
          that
          would cause the Trust not to be classified for United States federal income
          tax
          purposes as a grantor trust.

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        Section
          2.4. Authority. Except
          as specifically provided in this Declaration, the Institutional Trustee
          shall
          have exclusive and complete authority to carry out the purposes of the
          Trust. An
          action taken by a Trustee in accordance with its powers shall constitute
          the act
          of and serve to bind the Trust. In dealing with the Trustees acting on
          behalf of
          the Trust, no Person shall be required to inquire into the authority of
          the
          Trustees to bind the Trust. Persons dealing with the Trust are entitled
          to rely
          conclusively on the power and authority of the Trustees as set forth in
          this
          Declaration. The Administrators shall have only those ministerial duties
          set
          forth herein with respect to accomplishing the purposes of the Trust and
          are not
          intended to be trustees or fiduciaries with respect to the Trust or the
          Holders.
          The Institutional Trustee shall have the right, but shall not be obligated
          except as provided in Section
          2.6,
          to
          perform those duties assigned to the Administrators.

         

        Section
          2.5. Title
          to Property of the Trust. Except
          as provided in Section
          2.8
          with
          respect to the Debentures and the Property Account or as otherwise provided
          in
          this Declaration, legal title to all assets of the Trust shall be vested
          in the
          Trust. The Holders shall not have legal title to any part of the assets
          of the
          Trust, but shall have an undivided beneficial interest in the assets of
          the
          Trust.

         

        Section
          2.6. Powers
          and Duties of the Trustees and the Administrators.

         

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

         

        (i)  Each
          Administrator 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 Securities;

         

        (B) to
          cause the Trust to enter into, and to execute and deliver on behalf of
          the
          Trust, such agreements as may be necessary or desirable in connection with
          the
          purposes and function of the Trust, including agreements with the Paying
          Agent;

         

        (C) ensuring
          compliance with the Securities Act, applicable state securities or blue
          sky
          laws;

         

        (D) the
          sending of notices (other than notices of default), and other information
          regarding the Securities and the Debentures to the Holders in accordance
          with
          this Declaration;

         

        (E) the
          consent to the appointment of a Paying Agent, Transfer Agent and Registrar
          in
          accordance with this Declaration, which consent shall not be unreasonably
          withheld or delayed;

         

        (F) execution
          and delivery of the Securities in accordance with this Declaration;

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        (G) execution
          and delivery of closing certificates pursuant to the Placement Agreement
          and the
          application for a taxpayer identification number;

         

        (H) unless
          otherwise determined by the Holders of a Majority in liquidation amount
          of the
          Securities or as otherwise required by the Statutory Trust Act, to execute
          on
          behalf of the Trust (either acting alone or together with any or all of
          the
          Administrators) any documents that the Administrators have the power to
          execute
          pursuant to this Declaration;

         

        (I) the
          taking of any action incidental to the foregoing as the Institutional Trustee
          may from time to time determine is necessary or advisable to give effect
          to the
          terms of this Declaration for the benefit of the Holders (without consideration
          of the effect of any such action on any particular Holder);

         

        (J) to
          establish a record date with respect to all actions to be taken hereunder
          that
          require a record date be established, including Distributions, voting rights,
          redemptions and exchanges, and to issue relevant notices to the Holders
          of
          Capital Securities and Holders of Common Securities as to such actions
          and
          applicable record dates; and

         

        (K) to
          duly prepare and file all applicable tax returns and tax information reports
          that are required to be filed with respect to the Trust on behalf of the
          Trust.

         

        (ii)  As
          among the Trustees and the Administrators, the Institutional 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 Property 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 Property Account;

         

        (D) the
          distribution through the Paying Agent of amounts owed to the Holders in
          respect
          of the Securities;

         

        (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 Securities
          and
          the Debentures to the Holders in accordance with this Declaration;

         

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

         

        (H) to
          the extent provided in this Declaration, 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;

         

        (I) after
          any Event of Default (provided
          that
          such Event of Default is not by or with respect to the Institutional Trustee)
          the taking of any action incidental to the foregoing as the Institutional
          Trustee may from time to time determine is necessary or advisable to give
          effect
          to the terms of this Declaration and protect and conserve the Trust Property
          for
          the benefit of the Holders (without consideration of the effect of any
          such
          action on any particular Holder); and

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        (J) to
          take all action that may be necessary 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.

         

        (iii)  The
          Institutional Trustee shall have the power and authority to act on behalf
          of the
          Trust with respect to any of the duties, liabilities, powers or the authority
          of
          the Administrators set forth in Section 2.6(a)(i)(D), (E) and (F) herein
          but shall not have a duty to do any such act unless specifically requested
          to do
          so in writing by the Sponsor, and shall then be fully protected in acting
          pursuant to such written request; and in the event of a conflict between
          the
          action of the Administrators and the action of the Institutional Trustee,
          the
          action of the Institutional Trustee shall prevail.

         

        (b)  So
          long as this Declaration remains in effect, the Trust (or the Trustees
          or
          Administrators acting on behalf of the Trust) shall not undertake any business,
          activities or transaction except as expressly provided herein or contemplated
          hereby. In particular, neither the Trustees nor the Administrators may
          cause the
          Trust to (i) acquire any investments or engage in any activities not
          authorized by this Declaration, (ii) sell, assign, transfer, exchange,
          mortgage, pledge, set-off or otherwise dispose of any of the Trust Property
          or
          interests therein, including to Holders, except as expressly provided herein,
          (iii) take any action that would reasonably be expected (x) to cause the
          Trust to fail or cease to qualify as a “grantor trust” for United States federal
          income tax purposes or (y) to require the trust to register as an Investment
          Company under the Investment Company Act, (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
          Institutional Trustee shall, at the sole cost and expense of the Trust,
          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 Holders
          in their
          capacity as Holders.

         

        (c)  In
          connection with the issuance and sale of the Capital Securities, the Sponsor
          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
          Sponsor in furtherance of the following prior to the date of this Declaration
          are hereby ratified and confirmed in all respects):

         

        (i)  the
          taking of any action necessary to obtain an exemption from the Securities
          Act;

         

        (ii)  the
          determination of the States in which to take appropriate action to qualify
          or
          register for sale all or part of the Capital Securities and the determination
          of
          any and all such acts, other than actions which must be taken by or on
          behalf of
          the Trust, and the advice to the Administrators of actions they must take
          on
          behalf of the Trust, and the preparation for execution and filing of any
          documents to be executed and filed by the Trust or on behalf of the Trust,
          as
          the Sponsor deems necessary or advisable in order to comply with the applicable
          laws of any such States in connection with the sale of the Capital
          Securities;

         

        (iii)  the
          negotiation of the terms of, and the execution and delivery of, the Placement
          Agreement providing for the sale of the Capital Securities; and

         

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

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

         

        (d)  Notwithstanding
          anything herein to the contrary, the Administrators and the Holders of
          a
          Majority in liquidation amount of the Common Securities are authorized
          and
          directed to conduct the affairs of the Trust and to operate the Trust so
          that
          the Trust will not (i) be deemed to be an Investment Company required to
          be
          registered under the Investment Company Act, and (ii) fail to be classified
          as a “grantor trust” for United States federal income tax purposes. The
          Administrators and the Holders of a Majority in liquidation amount of the
          Common
          Securities shall not take any action inconsistent with the treatment of
          the
          Debentures as indebtedness of the Debenture Issuer for United States federal
          income tax purposes. In this connection, the Administrators and the Holders
          of a
          Majority in liquidation amount of the Common Securities are authorized
          to take
          any action, not inconsistent with applicable laws, the Certificate of Trust
          or
          this Declaration, as amended from time to time, that each of the Administrators
          and the Holders of a Majority in liquidation amount of the Common Securities
          determines in their discretion to be necessary or desirable for such
          purposes.

         

        (e)  All
          expenses incurred by the Administrators or the Trustees pursuant to this
Section
          2.6
          shall be
          reimbursed by the Sponsor, and the Trustees and the Administrators shall
          have no
          obligations with respect to such expenses (for purposes of clarification,
          this
          Section 2.6(e) does not contemplate the payment by the Sponsor of
          acceptance or annual administration fees owing to the Trustees under this
          Declaration or the fees and expenses of the Trustees’ counsel in connection with
          the closing of the transactions contemplated by this Declaration).

         

        (f)  The
          assets of the Trust shall consist of the Trust Property.

         

        (g)  Legal
          title to all Trust Property shall be vested at all times in the Institutional
          Trustee (in its capacity as such) and shall be held and administered by
          the
          Institutional Trustee and the Administrators for the benefit of the Trust
          in
          accordance with this Declaration.

         

        (h)  If
          the Institutional Trustee or any Holder has instituted any proceeding to
          enforce
          any right or remedy under this Declaration and such proceeding has been
          discontinued or abandoned for any reason, or has been determined adversely
          to
          the Institutional Trustee or to such Holder, then and in every such case
          the
          Sponsor, the Institutional Trustee and the Holders shall, subject to any
          determination in such proceeding, be restored severally and respectively
          to
          their former positions hereunder, and thereafter all rights and remedies
          of the
          Institutional Trustee and the Holders shall continue as though no such
          proceeding had been instituted.

         

        Section
          2.7. Prohibition
          of Actions by the Trust and the Institutional Trustee.

         

        (a)  The
          Trust shall not, and the Institutional Trustee shall cause the Trust not
          to,
          engage in any activity other than as required or authorized by this Declaration.
          In particular, the Trust shall not and the Institutional Trustee shall
          cause the
          Trust not to:

         

        (i)  invest
          any proceeds received by the Trust from holding the Debentures, but shall
          distribute all such proceeds to Holders of the Securities pursuant to the
          terms
          of this Declaration and of the Securities;

         

        (ii)  acquire
          any assets other than as expressly provided herein;

         

        (iii)  possess
          Trust Property for other than a Trust purpose;

         

        (iv)  make
          any loans or incur any indebtedness other than loans represented by the
          Debentures;

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

        (v)  possess
          any power or otherwise act in such a way as to vary the Trust assets or
          the
          terms of the Securities in any way whatsoever other than as expressly provided
          herein;

         

        (vi)  issue
          any securities or other evidences of beneficial ownership of, or beneficial
          interest in, the Trust other than the Securities;

         

        (vii)  carry
          on any “trade or business” as that phrase is used in the Code; or

         

        (viii)  other
          than as provided in this Declaration (including Annex I), (A) direct
          the time, method and place of exercising any trust or power conferred upon
          the
          Debenture Trustee with respect to the Debentures, (B) waive any past
          default that is waivable under the Indenture, (C) exercise any right to
          rescind or annul any declaration that the principal of all the Debentures
          shall
          be due and payable, or (D) consent to any amendment, modification or
          termination of the Indenture or the Debentures where such consent shall
          be
          required unless the Trust shall have received a written opinion of counsel
          to
          the effect that such modification will not cause the Trust to cease to
          be
          classified as a “grantor trust” for United States federal income tax
          purposes.

         

        Section
          2.8. Powers
          and Duties of the Institutional Trustee.

         

        (a)  The
          legal title to the Debentures shall be owned by and held of record in the
          name
          of the Institutional Trustee in trust for the benefit of the Trust and
          the
          Holders of the Securities. The right, title and interest of the Institutional
          Trustee to the Debentures shall vest automatically in each Person who may
          hereafter be appointed as Institutional Trustee in accordance with Section
          4.5.
          Such vesting and cessation of title shall be effective whether or not
          conveyancing documents with regard to the Debentures have been executed
          and
          delivered.

         

        (b)  The
          Institutional Trustee shall not transfer its right, title and interest
          in the
          Debentures to the Administrators or to the Delaware Trustee.

         

        (c)  The
          Institutional Trustee shall:

         

        (i)  establish
          and maintain a segregated non-interest bearing trust account (the “Property
          Account”)
          in the
          name of and under the exclusive control of the Institutional Trustee, and
          maintained in the Institutional Trustee’s trust department, on behalf of the
          Holders of the Securities and, upon the receipt of payments of funds made
          in
          respect of the Debentures held by the Institutional Trustee, deposit such
          funds
          into the Property Account and make payments, or cause the Paying Agent
          to make
          payments, to the Holders of the Capital Securities and Holders of the Common
          Securities from the Property Account in accordance with Section
          5.1.
          Funds
          in the Property Account shall be held uninvested until disbursed in accordance
          with this Declaration;

         

        (ii)  engage
          in such ministerial activities as shall be necessary or appropriate to
          effect
          the redemption of the Capital Securities and the Common Securities to the
          extent
          the Debentures are redeemed or mature; and

         

        (iii)  upon
          written notice of distribution issued by the Administrators in accordance
          with
          the terms of the Securities, engage in such ministerial activities as shall
          be
          necessary or appropriate to effect the distribution of the Debentures to
          Holders
          of Securities upon the occurrence of certain circumstances pursuant to
          the terms
          of the Securities.

         

        (d)  The
          Institutional Trustee may bring or defend, pay, collect, compromise, arbitrate,
          resort to legal action with respect to, or otherwise adjust claims or demands
          of
          or against, the Trust which arises out of or in connection with an Event
          of
          Default of which a Responsible Officer of the Institutional Trustee has
          actual
          knowledge or arises out of the Institutional Trustee’s duties and obligations
          under this Declaration; provided,
          however,
          that if
          an Event of Default has occurred and is continuing and such event is
          attributable to the failure of the Debenture Issuer to pay interest or
          principal
          on the Debentures on the date such interest or principal is otherwise payable
          (or in the case of redemption, on the redemption date), then a Holder of
          the
          Capital Securities may directly institute a proceeding for enforcement
          of
          payment to such Holder of the principal of or interest on the Debentures
          having
          a principal amount equal to the aggregate liquidation amount of the Capital
          Securities of such Holder (a “Direct
          Action”)
          on or
          after the respective due date specified in the Debentures. In connection
          with
          such Direct Action, the rights of the Holders of the Common Securities
          will be
          subrogated to the rights of such Holder of the Capital Securities to the
          extent
          of any payment made by the Debenture Issuer to such Holder of the Capital
          Securities in such Direct Action; provided,
          however,
          that no
          Holder of the Common Securities may exercise such right of subrogation
          so long
          as an Event of Default with respect to the Capital Securities has occurred
          and
          is continuing.

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

         

        (e)  The
          Institutional Trustee shall continue to serve as a Trustee until
          either:

         

        (i)  the
          Trust has been completely liquidated and the proceeds of the liquidation
          distributed to the Holders of the Securities pursuant to the terms of the
          Securities and this Declaration; or

         

        (ii)  a
          Successor Institutional Trustee has been appointed and has accepted that
          appointment in accordance with Section 4.5.

         

        (f)  The
          Institutional Trustee shall have the legal power to exercise all of the
          rights,
          powers and privileges of a Holder of the Debentures under the Indenture
          and, if
          an Event of Default occurs and is continuing, the Institutional Trustee
          may, for
          the benefit of Holders of the Securities, enforce its rights as holder
          of the
          Debentures subject to the rights of the Holders pursuant to this Declaration
          (including Annex I) and the terms of the Securities.

         

        The
          Institutional Trustee must exercise the powers set forth in this Section
          2.8
          in a
          manner that is consistent with the purposes and functions of the Trust
          set out
          in Section
          2.3,
          and the
          Institutional Trustee shall not take any action that is inconsistent with
          the
          purposes and functions of the Trust set out in Section
          2.3.

         

        Section
          2.9. Certain
          Duties and Responsibilities of the Trustees and
          Administrators.

         

        (a)  The
          Institutional Trustee, before the occurrence of any Event of Default and
          after
          the curing or waiving of all such Events of Default that may have occurred,
          shall undertake to perform only such duties as are specifically set forth
          in
          this Declaration and no implied covenants shall be read into this Declaration
          against the Institutional Trustee. In case an Event of Default has occurred
          (that has not been cured or waived pursuant to Section
          6.7),
          the
          Institutional Trustee shall exercise such of the rights and powers vested
          in it
          by this Declaration, and use the same degree of care and skill in their
          exercise, as a prudent person would exercise or use under the circumstances
          in
          the conduct of his or her own affairs.

         

        (b)  The
          duties and responsibilities of the Trustees and the Administrators shall
          be as
          provided by this Declaration. Notwithstanding the foregoing, no provision
          of
          this Declaration shall require any Trustee or Administrator 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 it shall have reasonable grounds to believe that repayment of
          such
          funds or adequate protection against such risk of liability is not reasonably
          assured to it. Whether or not therein expressly so provided, every provision
          of
          this Declaration relating to the conduct or affecting the liability of
          or
          affording protection to the Trustees or Administrators shall be subject
          to the
          provisions of this Article. Nothing in this Declaration shall be construed
          to
          relieve an Administrator or a Trustee from liability for its own negligent
          act,
          its own negligent failure to act, or its own willful misconduct. To the
          extent
          that, at law or in equity, a Trustee or an Administrator has duties and
          liabilities relating to the Trust or to the Holders, such Trustee or such
          Administrator shall not be liable to the Trust or to any Holder for such
          Trustee’s or such Administrator’s good faith reliance on the provisions of this
          Declaration. The provisions of this Declaration, to the extent that they
          restrict the duties and liabilities of the Administrators or the Trustee
          otherwise existing at law or in equity, are agreed by the Sponsor and the
          Holders to replace such other duties and liabilities of the Administrators
          or
          the Trustees.

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

         

        (c)  All
          payments made by the Institutional Trustee or a Paying Agent in respect
          of the
          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 Institutional Trustee or
          a Paying
          Agent to make payments in accordance with the terms hereof. Each Holder,
          by its
          acceptance of a Security, agrees that it will 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 and the
          Administrators are not personally liable to it for any amount distributable
          in
          respect of any Security or for any other liability in respect of any Security.
          This Section
          2.9(c)
          does not
          limit the liability of the Trustees expressly set forth elsewhere in this
          Declaration.

         

        (d)  The
          Institutional Trustee shall not be liable for its own acts or omissions
          hereunder except as a result of its own negligent action, its own negligent
          failure to act, or its own willful misconduct, except that:

         

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

         

        (ii)  the
          Institutional 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 Capital
          Securities or the Common Securities, as applicable, relating to the time,
          method
          and place of conducting any proceeding for any remedy available to the
          Institutional Trustee, or exercising any trust or power conferred upon
          the
          Institutional Trustee under this Declaration;

         

        (iii)  the
          Institutional Trustee’s sole duty with respect to the custody, safekeeping and
          physical preservation of the Debentures and the Property Account shall
          be to
          deal with such property in a similar manner as the Institutional Trustee
          deals
          with similar property for its fiduciary accounts generally, subject to
          the
          protections and limitations on liability afforded to the Institutional
          Trustee
          under this Declaration;

         

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

         

        (v)  the
          Institutional Trustee shall not be responsible for monitoring the compliance
          by
          the Administrators or the Sponsor with their respective duties under this
          Declaration, nor shall the Institutional Trustee be liable for any default
          or
          misconduct of the Administrators or the Sponsor.

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

        Section
          2.10. Certain
          Rights of Institutional Trustee. Subject
          to the provisions of Section
          2.9:

         

        (a)  the
          Institutional Trustee may conclusively rely and shall fully 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, direction, 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, sent or presented
          by the
          proper party or parties;

         

        (b)  if
          (i) in performing its duties under this Declaration, the Institutional
          Trustee is required to decide between alternative courses of action,
          (ii) in construing any of the provisions of this Declaration, the
          Institutional Trustee finds the same ambiguous or inconsistent with any
          other
          provisions contained herein, or (iii) the Institutional Trustee is unsure
          of the application of any provision of this Declaration, then, except as
          to any
          matter as to which the Holders of Capital Securities are entitled to vote
          under
          the terms of this Declaration, the Institutional Trustee may deliver a
          notice to
          the Sponsor requesting the Sponsor’s written instructions as to the course of
          action to be taken and the Institutional Trustee shall take such action,
          or
          refrain from taking such action, as the Institutional Trustee shall be
          instructed in writing, in which event the Institutional Trustee shall have
          no
          liability except for its own negligence or willful misconduct;

         

        (c)  any
          direction or act of the Sponsor or the Administrators contemplated by this
          Declaration shall be sufficiently evidenced by an Officers’
Certificate;

         

        (d)  whenever
          in the administration of this Declaration, the Institutional Trustee shall
          deem
          it desirable that a matter be proved or established before undertaking,
          suffering or omitting any action hereunder, the Institutional Trustee (unless
          other evidence is herein specifically prescribed) may request and conclusively
          rely upon an Officers’ Certificate as to factual matters which, upon receipt of
          such request, shall be promptly delivered by the Sponsor or the
          Administrators;

         

        (e)  the
          Institutional Trustee shall have no duty to see to any recording, filing
          or
          registration of any instrument (including any financing or continuation
          statement or any filing under tax or securities laws) or any rerecording,
          refiling or reregistration thereof;

         

        (f)  the
          Institutional Trustee may consult with counsel of its selection (which
          counsel
          may be counsel to the Sponsor 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; the Institutional
          Trustee
          shall have the right at any time to seek instructions concerning the
          administration of this Declaration from any court of competent
          jurisdiction;

         

        (g)  the
          Institutional Trustee shall be under no obligation to exercise any of the
          rights
          or powers vested in it by this Declaration at the request or direction
          of any of
          the Holders pursuant to this Declaration, unless such Holders shall have
          offered
          to the Institutional Trustee security or indemnity reasonably satisfactory
          to it
          against the costs, expenses and liabilities which might be incurred by
          it in
          compliance with such request or direction; provided,
          that
          nothing contained in this Section
          2.10(g)
          shall be
          taken to relieve the Institutional Trustee, subject to Section
          2.9(b),
          upon
          the occurrence of an Event of Default (that has not been cured or waived
          pursuant to Section 6.7), to exercise such of the rights and powers vested
          in it by this Declaration, and use the same degree of care and skill in
          their
          exercise, as a prudent person would exercise or use under the circumstances
          in
          the conduct of his or her own affairs;

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

         

        (h)  the
          Institutional 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 one or more Holders, but the Institutional
          Trustee may make such further inquiry or investigation into such facts
          or
          matters as it may see fit;

         

        (i)  the
          Institutional 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 and the Institutional Trustee shall not be responsible for any
          misconduct or negligence on the part of or for the supervision of, any
          such
          agent or attorney appointed with due care by it hereunder;

         

        (j)  whenever
          in the administration of this Declaration the Institutional Trustee shall
          deem
          it desirable to receive instructions with respect to enforcing any remedy
          or
          right or taking any other action hereunder the Institutional Trustee
          (i) may request instructions from the Holders of the Capital Securities
          which instructions may only be given by the Holders of the same proportion
          in
          liquidation amount of the Capital Securities as would be entitled to direct
          the
          Institutional Trustee under the terms of the Capital 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 fully protected in acting in accordance with such
          instructions;

         

        (k)  except
          as otherwise expressly provided in this Declaration, the Institutional
          Trustee
          shall not be under any obligation to take any action that is discretionary
          under
          the provisions of this Declaration;

         

        (l)  when
          the Institutional Trustee incurs expenses or renders services in connection
          with
          a Bankruptcy Event, such expenses (including the fees and expenses of its
          counsel) and the compensation for such services are intended to constitute
          expenses of administration under any bankruptcy law or law relating to
          creditors
          rights generally;

         

        (m)  the
          Institutional Trustee shall not be charged with knowledge of an Event of
          Default
          unless a Responsible Officer of the Institutional Trustee obtains actual
          knowledge of such event or the Institutional Trustee receives written notice
          of
          such event from any Holder, the Sponsor or the Debenture Trustee;

         

        (n)  any
          action taken by the Institutional Trustee or its agents hereunder shall
          bind the
          Trust and the Holders of the Securities, and the signature of the Institutional
          Trustee or its agents alone shall be sufficient and effective to perform
          any
          such action and no third party shall be required to inquire as to the authority
          of the Institutional Trustee to so act or as to its compliance with any
          of the
          terms and provisions of this Declaration, both of which shall be conclusively
          evidenced by the Institutional Trustee’s or its agent’s taking such action;
          and

         

        (o)  no
          provision of this Declaration shall be deemed to impose any duty or obligation
          on the Institutional 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 Institutional 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 Institutional Trustee shall
          be
          construed to be a duty.

         

        Section
          2.11. Delaware
          Trustee. Notwithstanding
          any other provision of this Declaration other than Section 4.1, the Delaware
          Trustee shall not be entitled to exercise any powers, nor shall the Delaware
          Trustee have any of the duties and responsibilities of any of the Trustees
          or
          the Administrators described in this Declaration (except as may be required
          under the Statutory Trust Act). Except as set forth in Section 4.1, the
          Delaware
          Trustee shall be a Trustee for the sole and limited purpose of fulfilling
          the
          requirements of § 3807 of the Statutory Trust Act.

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

         

        Section
          2.12. Execution
          of Documents. Unless
          otherwise determined in writing by the Institutional Trustee, and except
          as
          otherwise required by the Statutory Trust Act, the Institutional Trustee,
          or any
          one or more of the Administrators, as the case may be, is authorized to
          execute
          on behalf of the Trust any documents that the Trustees or the Administrators,
          as
          the case may be, have the power and authority to execute pursuant to Section
          2.6.

         

        Section
          2.13. Not
          Responsible for Recitals or Issuance of Securities. The
          recitals contained in this Declaration and the Securities shall be taken
          as the
          statements of the Sponsor, and the Trustees do not assume any responsibility
          for
          their correctness. The Trustees make no representations as to the value
          or
          condition of the property of the Trust or any part thereof. The Trustees
          make no
          representations as to the validity or sufficiency of this Declaration,
          the
          Debentures or the Securities.

         

        Section
          2.14. Duration
          of Trust. The
          Trust, unless earlier dissolved pursuant to the provisions of Article VII
          hereof, shall be in existence for 35 years from the Closing Date.

         

        Section
          2.15. Mergers.

         

        (a)  The
          Trust may not 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 corporation or other body, except as described in Section 2.15(b)
          and (c)
          and except in connection with the liquidation of the Trust and the distribution
          of the Debentures to Holders of Securities pursuant to Section 7.1(a)(iv)
          of the
          Declaration or Section 4 of Annex I.

         

        (b)  The
          Trust
          may, with the consent of the Institutional Trustee and without the consent
          of
          the Holders of the Capital Securities, consolidate, amalgamate, merge with
          or
          into, or be replaced by a trust organized as such under the laws of any
          state;
          provided that:

         

        (i)  if
          the Trust is not the surviving entity, such successor entity (the “Successor
          Entity”)
          either:

         

        (A) expressly
          assumes all of the obligations of the Trust under the Securities;
          or

         

        (B) substitutes
          for the Securities other securities having substantially the same terms
          as the
          Securities (the “Successor
          Securities”)
          so
          that the Successor Securities rank the same as the Securities rank with
          respect
          to Distributions and payments upon Liquidation, redemption and
          otherwise;

         

        (ii)  the
          Sponsor expressly appoints a trustee of the Successor Entity that possesses
          substantially the same powers and duties as the Institutional Trustee as
          the
          Holder of the Debentures;

         

        (iii)  such
          merger, consolidation, amalgamation or replacement does not adversely affect
          the
          rights, preferences and privileges of the Holders of the Securities (including
          any Successor Securities) in any material respect;

         

        (iv)  the
          Institutional Trustee receives written confirmation from Moody’s Investor
          Services, Inc. and any other nationally recognized statistical rating
          organization that rates securities issued by the initial purchaser of the
          Capital Securities that it will not reduce or withdraw the rating of any
          such
          securities because of such merger, conversion, consolidation, amalgamation
          or
          replacement;

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

         

        (v)  such
          Successor Entity has a purpose substantially identical to that of the
          Trust;

         

        (vi)  prior
          to such merger, consolidation, amalgamation or replacement, the Trust has
          received an opinion of a nationally recognized independent counsel to the
          Trust
          experienced in such matters to the effect that:

         

        (A) such
          merger, consolidation, amalgamation or replacement does not adversely affect
          the
          rights, preferences and privileges of the Holders of the Securities (including
          any Successor Securities) in any material respect;

         

        (B) following
          such merger, consolidation, amalgamation or replacement, neither the Trust
          nor
          the Successor Entity will be required to register as an Investment Company;
          and

         

        (C) following
          such merger, consolidation, amalgamation or replacement, the Trust (or
          the
          Successor Entity) will continue to be classified as a “grantor trust” for United
          States federal income tax purposes;

         

        (vii)  the
          Sponsor guarantees the obligations of such Successor Entity under the Successor
          Securities at least to the extent provided by the Guarantee;

         

        (viii)  the
          Sponsor owns 100% of the common securities of any Successor Entity;
          and

         

        (ix)  prior
          to such merger, consolidation, amalgamation or replacement, the Institutional
          Trustee shall have received an Officers’ Certificate of the Administrators and
          an opinion of counsel, each to the effect that all conditions precedent
          under
          this Section 2.15(b) to such transaction have been satisfied.

         

        (c)  Notwithstanding
          Section 2.15(b), the Trust shall not, except with the consent of Holders
          of 100%
          in aggregate liquidation amount of the Securities, consolidate, amalgamate,
          merge with or into, or be replaced by any other entity or permit any other
          entity to consolidate, amalgamate, merge with or into, or replace it if
          such
          consolidation, amalgamation, merger or replacement would cause the Trust
          or
          Successor Entity to be classified as other than a grantor trust for United
          States federal income tax purposes.

         

        ARTICLE
          III


         

        SPONSOR

         

        Section
          3.1. Sponsor’s
          Purchase of Common Securities. On
          the Closing Date, the Sponsor will purchase all of the Common Securities
          issued
          by the Trust in an amount at least equal to 3% of the capital of the Trust,
          at
          the same time as the Capital Securities are sold.

         

        Section
          3.2. Responsibilities
          of the Sponsor. In
          connection with the issue and sale of the Capital Securities, the Sponsor
          shall
          have the exclusive right and responsibility to engage in, or direct the
          Administrators to engage in, the following activities:

         

        (a)  to
          determine the States in which to take appropriate action to qualify the
          Trust or
          to qualify or register for sale all or part of the Capital Securities and
          to do
          any and all such acts, other than actions which must be taken by the Trust,
          and
          advise the Trust of actions it must take, and prepare for execution and
          filing
          any documents to be executed and filed by the Trust, as the Sponsor deems
          necessary or advisable in order to comply with the applicable laws of any
          such
          States, to protect the limited liability of the Holders of the Capital
          Securities or to enable the Trust to effect the purposes for which it was
          created; and

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

         

        (b)  to
          negotiate the terms of and/or execute on behalf of the Trust, the Placement
          Agreement and other related agreements providing for the sale of the Capital
          Securities.

         

        Section
          3.3. Expenses. In
          connection with the offering, sale and issuance of the Debentures to the
          Trust
          and in connection with the sale of the Securities by the Trust, the Sponsor,
          in
          its capacity as Debenture Issuer, shall:

         

        (a)   pay
          all reasonable costs and expenses owing to the Debenture Trustee pursuant
          to
          Section 6.6 of the Indenture;

         

        (b)   be
          responsible for and shall pay all debts and obligations (other than with
          respect
          to the Securities) and all costs and expenses of the Trust, the offering,
          sale
          and issuance of the Securities (including fees to the placement agents
          in
          connection therewith), the costs and expenses (including reasonable counsel
          fees
          and expenses) of the Institutional Trustee and the Administrators, the
          costs and
          expenses relating to the operation of the Trust, including, without limitation,
          costs and expenses of accountants, attorneys, statistical or bookkeeping
          services, expenses for printing and engraving and computing or accounting
          equipment, Paying Agents, Registrars, Transfer Agents, duplicating, travel
          and
          telephone and other telecommunications expenses and costs and expenses
          incurred
          in connection with the acquisition, financing, and disposition of Trust
          assets
          and the enforcement by the Institutional Trustee of the rights of the Holders
          (for purposes of clarification, this Section 3.3(b) does not contemplate
          the
          payment by the Sponsor of acceptance or annual administration fees owing
          to the
          Trustees pursuant to the services to be provided by the Trustees under
          this
          Declaration or the fees and expenses of the Trustees’ counsel in connection with
          the closing of the transactions contemplated by this Declaration);
          and

         

        (c)  pay
          any and all taxes (other than United States withholding taxes attributable
          to
          the Trust or its assets) and all liabilities, costs and expenses with respect
          to
          such taxes of the Trust.

         

        The
          Sponsor’s obligations under this Section 3.3 shall be for the benefit of,
          and shall be enforceable by, any Person to whom such debts, obligations,
          costs,
          expenses and taxes are owed (a “Creditor”)
          whether or not such Creditor has received notice hereof. Any such Creditor
          may
          enforce the Sponsor’s obligations under this Section 3.3 directly against
          the Sponsor and the Sponsor irrevocably waives any right or remedy to require
          that any such Creditor take any action against the Trust or any other Person
          before proceeding against the Sponsor. The Sponsor agrees to execute such
          additional agreements as may be necessary or desirable in order to give
          full
          effect to the provisions of this Section 3.3.

         

        Section
          3.4. Right
          to Proceed. The
          Sponsor acknowledges the rights of Holders to institute a Direct Action
          as set
          forth in Section
          2.8(d)
          hereto.

         

        ARTICLE
          IV


         

        INSTITUTIONAL
          TRUSTEE AND ADMINISTRATORS

         

        Section
          4.1. Number
          of Trustees. The
          number of Trustees shall initially be two, and;

         

        (a) at
          any
          time before the issuance of any Securities, the Sponsor may, by written
          instrument, increase or decrease the number of Trustees; and

         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

         

        (b) after
          the
          issuance of any Securities, the number of Trustees may be increased or
          decreased
          by vote of the Holder of a Majority in liquidation amount of the Common
          Securities voting as a class at a meeting of the Holder of the Common
          Securities; provided,
          however,
          that
          there shall be a Delaware Trustee if required by Section 4.2; and there
          shall
          always be one Trustee who shall be the Institutional Trustee, and such
          Trustee
          may also serve as Delaware Trustee if it meets the applicable requirements,
          in
          which case Section 2.11 shall have no application to such entity in its
          capacity
          as Institutional Trustee.

         

        Section
          4.2. Delaware
          Trustee; Eligibility.

         

        (a)  If
          required by the Statutory Trust Act, one Trustee (the “Delaware Trustee”) shall
          be:

         

        (i)  a
          natural person at least 21 years of age who is a resident of the State
          of
          Delaware; or

         

        (ii)  if
          not a natural person, an entity which is organized under the laws of the
          United
          States or any state thereof or the District of Columbia, has its principal
          place
          of business in the State of Delaware, and otherwise meets the requirements
          of
          applicable law, including § 3807 of the Statutory Trust Act.

         

        (b)  the
          initial Delaware Trustee shall be Wilmington Trust Company.

         

        Section
          4.3. Institutional
          Trustee; Eligibility.

         

        (a)  There
          shall at all times be one Trustee which shall:

         

        (i)  not
          be an Affiliate of the Sponsor;

         

        (ii)  not
          offer
          or provide credit or credit enhancement to the Trust; and

         

        (iii)  be
          a
          banking corporation or trust company organized and doing business under
          the laws
          of the United States of America or any state thereof or the District of
          Columbia, authorized under such laws to exercise corporate trust powers,
          having
          a combined capital and surplus of at least 50 million U.S. dollars
          ($50,000,000.00), and subject to supervision or examination by Federal,
          state,
          or District of Columbia authority. If such corporation publishes reports
          of
          condition at least annually, pursuant to law or to the requirements of
          the
          supervising or examining authority referred to above, then for the purposes
          of
          this Section
          4.3(a)(iii),
          the
          combined capital and surplus of such corporation shall be deemed to be
          its
          combined capital and surplus as set forth in its most recent report of
          condition
          so published.

         

        (b)  If
          at any time the Institutional Trustee shall cease to be eligible to so
          act under
Section
          4.3(a),
          the
          Institutional Trustee shall immediately resign in the manner and with the
          effect
          set forth in Section 4.5.

         

        (c)  If
          the Institutional Trustee has or shall acquire any “conflicting interest” within
          the meaning of Section 310(b) of the Trust Indenture Act of 1939, as amended,
          the Institutional Trustee shall either eliminate such interest or resign,
          to the
          extent and in the manner provided by, and subject to this
          Declaration.

         

        (d)  The
          initial Institutional Trustee shall be Wilmington Trust Company.

         

        Section
          4.4. Administrators. Each
          Administrator shall be a U.S. Person, 21 years of age or older and authorized
          to
          bind the Sponsor. The initial Administrators shall be Soo Bong Min,
          Brian E. Cho and Elaine Jeon. There shall at all times be at least one
          Administrator. Except where a requirement for action by a specific number
          of
          Administrators is expressly set forth in this Declaration and except with
          respect to any action the taking of which is the subject of a meeting of
          the
          Administrators, any action required or permitted to be taken by the
          Administrators may be taken by, and any power of the Administrators may
          be
          exercised by, or with the consent of, any one such Administrator.

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

         

        Section
          4.5. Appointment,
          Removal and Resignation of Trustees and Administrators. (a)  No
          resignation or removal of any Trustee (the “Relevant
          Trustee”)
          and no
          appointment of a successor Trustee pursuant to this Article shall become
          effective until the acceptance of appointment by the successor Trustee
          in
          accordance with the applicable requirements of this Section 4.5.

         

        (b)  Subject
          to Section 4.5(a), a Relevant Trustee may resign at any time by giving
          written
          notice thereof to the Holders of the Securities and by appointing a successor
          Relevant Trustee. Upon the resignation of the Institutional Trustee, the
          Institutional Trustee shall appoint a successor by requesting from at least
          three Persons meeting the eligibility requirements their expenses and charges
          to
          serve as the successor Institutional Trustee on a form provided by the
          Administrators, and selecting the Person who agrees to the lowest expense
          and
          charges (the “Successor
          Institutional Trustee”).
          If
          the instrument of acceptance by the successor Relevant Trustee required
          by this
          Section 4.5 shall not have been delivered to the Relevant Trustee within
          60 days
          after the giving of such notice of resignation or delivery of the instrument
          of
          removal, the Relevant Trustee may petition, at the expense of the Trust,
          any
          federal, state or District of Columbia court of competent jurisdiction
          for the
          appointment of a successor Relevant Trustee. Such court may thereupon,
          after
          prescribing such notice, if any, as it may deem proper, appoint a Relevant
          Trustee. The Institutional Trustee shall have no liability for the selection
          of
          such successor pursuant to this Section 4.5.

         

        (c)  Unless
          an Event of Default shall have occurred and be continuing, any Trustee
          may be
          removed at any time by an act of the Holders of a Majority in liquidation
          amount
          of the Common Securities. If any Trustee shall be so removed, the Holders
          of the
          Common Securities, by act of the Holders of a Majority in liquidation amount
          of
          the Common Securities delivered to the Relevant Trustee, shall promptly
          appoint
          a successor Relevant Trustee, and such successor Trustee shall comply with
          the
          applicable requirements of this Section 4.5. If an Event of Default shall
          have
          occurred and be continuing, the Institutional Trustee or the Delaware Trustee,
          or both of them, may be removed by the act of the Holders of a Majority
          in
          liquidation amount of the Capital Securities, delivered to the Relevant
          Trustee
          (in its individual capacity and on behalf of the Trust). If any Trustee
          shall be
          so removed, the Holders of Capital Securities, by act of the Holders of
          a
          Majority in liquidation amount of the Capital Securities then outstanding
          delivered to the Relevant Trustee, shall promptly appoint a successor Relevant
          Trustee or Trustees, and such successor Trustee shall comply with the applicable
          requirements of this Section 4.5. If no successor Relevant Trustee shall
          have
          been so appointed by the Holders of a Majority in liquidation amount of
          the
          Capital Securities and accepted appointment in the manner required by this
          Section 4.5 within 30 days after delivery of an instrument of removal,
          the
          Relevant Trustee or any Holder who has been a Holder of the Securities
          for at
          least six months may, on behalf of himself and all others similarly situated,
          petition any federal, state or District of Columbia court of competent
          jurisdiction for the appointment of a successor Relevant Trustee. Such
          court may
          thereupon, after prescribing such notice, if any, as it may deem proper,
          appoint
          a successor Relevant Trustee or Trustees.

         

        (d)  The
          Institutional Trustee shall give notice of each resignation and each removal
          of
          a Trustee and each appointment of a successor Trustee to all Holders and
          to the
          Sponsor. Each notice shall include the name of the successor Relevant Trustee
          and the address of its Corporate Trust Office if it is the Institutional
          Trustee.

         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

         

        (e)  Notwithstanding
          the foregoing or any other provision of this Declaration, in the event
          a
          Delaware Trustee who is a natural person dies or is adjudged by a court
          to have
          become incompetent or incapacitated, the vacancy created by such death,
          incompetence or incapacity may be filled by the Institutional Trustee following
          the procedures in this Section 4.5 (with the successor being a Person who
          satisfies the eligibility requirement for a Delaware Trustee set forth
          in this
          Declaration) (the “Successor
          Delaware Trustee”).

         

        (f)  In
          case of the appointment hereunder of a successor Relevant Trustee, the
          retiring
          Relevant Trustee and each successor Relevant Trustee with respect to the
          Securities shall execute and deliver an amendment hereto wherein each successor
          Relevant Trustee shall accept such appointment and which (a) 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 Securities
          and
          the Trust and (b) shall add to or change any of the provisions of this
          Declaration as shall be necessary to provide for or facilitate the
          administration of the Trust by more than one Relevant Trustee, it being
          understood that nothing herein or in such amendment shall constitute such
          Relevant Trustees co-trustees and upon the execution and delivery of such
          amendment 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;
          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 Trust Property, all proceeds thereof and money held
          by such
          retiring Relevant Trustee hereunder with respect to the Securities and
          the Trust
          subject to the payment of all unpaid fees, expenses and indemnities of
          such
          retiring Relevant Trustee.

         

        (g)  No
          Institutional Trustee or Delaware Trustee shall be liable for the acts
          or
          omissions to act of any Successor Institutional Trustee or Successor Delaware
          Trustee, as the case may be.

         

        (h)  The
          Holders of the Capital Securities will have no right to vote to appoint,
          remove
          or replace the Administrators, which voting rights are vested exclusively
          in the
          Holders of the Common Securities.

         

        (i)  Any
          successor Delaware Trustee shall file an amendment to the Certificate of
          Trust
          with the Secretary of State of the State of Delaware identifying the name
          and
          principal place of business of such Delaware Trustee in the State of
          Delaware.

         

        Section
          4.6. Vacancies
          Among Trustees. If
          a
          Trustee ceases to hold office for any reason and the number of Trustees
          is not
          reduced pursuant to Section 4.1, a vacancy shall occur. A resolution certifying
          the existence of such vacancy by the Trustees or, if there are more than
          two, a
          majority of the Trustees, shall be conclusive evidence of the existence
          of such
          vacancy. The vacancy shall be filled with a Trustee appointed in accordance
          with
          Section 4.5.

         

        Section
          4.7. Effect
          of Vacancies. The
          death, resignation, retirement, removal, bankruptcy, dissolution, liquidation,
          incompetence or incapacity to perform the duties of a Trustee shall not
          operate
          to dissolve, terminate or annul the Trust or terminate this Declaration.
          Whenever a vacancy in the number of Trustees shall occur, until such vacancy
          is
          filled by the appointment of a Trustee in accordance with Section 4.5,
          the
          Institutional Trustee shall have all the powers granted to the Trustees
          and
          shall discharge all the duties imposed upon the Trustees by this
          Declaration.

         

        Section
          4.8. Meetings
          of the Trustees and the Administrators. Meetings
          of the Administrators shall be held from time to time upon the call of
          an
          Administrator. Regular meetings of the Administrators may be held in person
          in
          the United States or by telephone, at a place (if applicable) and time
          fixed by
          resolution of the Administrators. Notice of any in-person meetings of the
          Trustees with the Administrators or meetings of the Administrators shall
          be hand
          delivered or otherwise delivered in writing (including by facsimile, with
          a hard
          copy by overnight courier) not less than 48 hours before such meeting.
          Notice of any telephonic meetings of the Trustees with the Administrators
          or
          meetings of the Administrators or any committee thereof shall be hand delivered
          or otherwise delivered in writing (including by facsimile, with a hard
          copy by
          overnight courier) not less than 24 hours before a meeting. Notices shall
          contain a brief statement of the time, place and anticipated purposes of
          the
          meeting. The presence (whether in person or by telephone) of a Trustee
          or an
          Administrator, as the case may be, at a meeting shall constitute a waiver
          of
          notice of such meeting except where the Trustee or an Administrator, as
          the case
          may be, attends a meeting for the express purpose of objecting to the
          transaction of any activity on the grounds that the meeting has not been
          lawfully called or convened. Unless provided otherwise in this Declaration,
          any
          action of the Trustees or the Administrators, as the case may be, may be
          taken
          at a meeting by vote of a majority of the Trustees or the Administrators
          present
          (whether in person or by telephone) and eligible to vote with respect to
          such
          matter, provided that a Quorum is present, or without a meeting by the
          unanimous
          written consent of the Trustees or the Administrators. Meetings of the
          Trustees
          and the Administrators together shall be held from time to time upon the
          call of
          any Trustee or an Administrator.

         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

         

        Section
          4.9. Delegation
          of Power.

         

        (a)  Any
          Administrator may, by power of attorney consistent with applicable law,
          delegate
          to any other natural person over the age of 21 that is a U.S. Person his
          or her
          power for the purpose of executing any documents contemplated in Section
          2.6;
          and

         

        (b)  the
          Administrators shall have power to delegate from time to time to such of
          their
          number the doing of such things and the execution of such instruments either
          in
          the name of the Trust or the names of the Administrators or otherwise as
          the
          Administrators 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
          4.10. Conversion,
          Consolidation or Succession to Business. Any
          Person into which the Institutional Trustee or the Delaware 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 the
          Institutional Trustee or the Delaware Trustee shall be a party, or any
          Person
          succeeding to all or substantially all the corporate trust business of
          the
          Institutional Trustee or the Delaware Trustee shall be the successor of
          the
          Institutional Trustee or the Delaware Trustee hereunder, provided such
          Person
          shall be otherwise qualified and eligible under this Article and, provided,
          further,
          that
          such Person shall file an amendment to the Certificate of Trust with the
          Secretary of State of the State of Delaware as contemplated in
          Section 4.5(i).

         

        ARTICLE
          V


         

        DISTRIBUTIONS

         

        Section
          5.1. Distributions. Holders
          shall receive Distributions in accordance with the applicable terms of
          the
          relevant Holder’s Securities. Distributions shall be made on the Capital
          Securities and the Common Securities in accordance with the preferences
          set
          forth in their respective terms. If and to the extent that the Debenture
          Issuer
          makes a payment of Interest or any principal on the Debentures held by
          the
          Institutional Trustee, the Institutional Trustee shall and is directed,
          to the
          extent funds are available for that purpose, to make a distribution (a
          “Distribution”)
          of
          such amounts to Holders.

         

        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        

         

        ARTICLE
          VI


         

        ISSUANCE
          OF SECURITIES

         

        Section
          6.1. General
          Provisions Regarding Securities.

         

        (a)  The
          Administrators shall, on behalf of the Trust, issue one series of capital
          securities substantially in the form of Exhibits A-1 and A-2 representing
          undivided beneficial interests in the assets of the Trust having such terms
          as
          are set forth in Annex I and one series of common securities representing
          undivided beneficial interests in the assets of the Trust having such terms
          as
          are set forth in Annex I. The Trust shall issue no securities or other
          interests in the assets of the Trust other than the Capital Securities
          and the
          Common Securities. The Capital Securities rank pari
          passu
          to, and
          payment thereon shall be made Pro Rata with, the Common Securities except
          that,
          where an Event of Default has occurred and is continuing, the rights of
          Holders
          of the Common Securities to payment in respect of Distributions and payments
          upon liquidation, redemption and otherwise are subordinated to the rights
          to
          payment of the Holders of the Capital Securities as set forth in
          Annex I.

         

        (b)  The
          Certificates shall be signed on behalf of the Trust by one or more
          Administrators. Such signature shall be the facsimile or manual signature
          of any
          Administrator. In case any Administrator of the Trust who shall have signed
          any
          of the Securities shall cease to be such Administrator before the Certificates
          so signed shall be delivered by the Trust, such Certificates nevertheless
          may be
          delivered as though the person who signed such Certificates had not ceased
          to be
          such Administrator, and any Certificate may be signed on behalf of the
          Trust by
          such persons who, at the actual date of execution of such Security, shall
          be an
          Administrator of the Trust, although at the date of the execution and delivery
          of the Declaration any such person was not such an Administrator. A Capital
          Security shall not be valid until authenticated by the facsimile or manual
          signature of an Authorized Officer of the Institutional Trustee. Such signature
          shall be conclusive evidence that the Capital Security has been authenticated
          under this Declaration. Upon written order of the Trust signed by one
          Administrator, the Institutional Trustee shall authenticate the Capital
          Securities for original issue. The Institutional Trustee may appoint an
          authenticating agent that is a U.S. Person acceptable to the Trust to
          authenticate the Capital Securities. A Common Security need not be so
          authenticated.

         

        (c)  The
          consideration received by the Trust for the issuance of the Securities
          shall
          constitute a contribution to the capital of the Trust and shall not constitute
          a
          loan to the Trust.

         

        (d)  Upon
          issuance of the Securities as provided in this Declaration, the Securities
          so
          issued shall be deemed to be validly issued, fully paid and, except as
          provided
          in Section 9.1(b) with respect to the Common Securities,
          non-assessable.

         

        (e)  Every
          Person, by virtue of having become a Holder in accordance with the terms
          of this
          Declaration, shall be deemed to have expressly assented and agreed to the
          terms
          of, and shall be bound by, this Declaration and the Guarantee.

         

        Section
          6.2. Paying
          Agent, Transfer Agent and Registrar. The
          Trust shall maintain in Wilmington, Delaware, an office or agency where
          the
          Capital Securities may be presented for payment (“Paying
          Agent”),
          and
          an office or agency where Securities may be presented for registration
          of
          transfer or exchange (the “Transfer
          Agent”).
          The
          Trust shall keep or cause to be kept at such office or agency a register
          for the
          purpose of registering Securities, transfers and exchanges of Securities,
          such
          register to be held by a registrar (the “Registrar”).
          The
          Administrators may appoint the Paying Agent, the Registrar and the Transfer
          Agent and may appoint one or more additional Paying Agents or one or more
          co-Registrars, or one or more co Transfer Agents in such other locations
          as it
          shall determine. The term “Paying Agent” includes any additional paying agent,
          the term “Registrar” includes any additional registrar or co Registrar and the
          term “Transfer Agent” includes any additional transfer agent. The Administrators
          may change any Paying Agent, Transfer Agent or Registrar at any time without
          prior notice to any Holder. The Administrators shall notify the Institutional
          Trustee of the name and address of any Paying Agent, Transfer Agent and
          Registrar not a party to this Declaration. The Administrators hereby initially
          appoint the Institutional Trustee to act as Paying Agent, Transfer Agent
          and
          Registrar for the Capital Securities and the Common Securities. The
          Institutional Trustee or any of its Affiliates in the United States may
          act as
          Paying Agent, Transfer Agent or Registrar.

         

        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

         

        Section
          6.3. Form
          and Dating. The
          Capital Securities and the Institutional Trustee’s certificate of authentication
          thereon shall be substantially in the form of Exhibits A-1 and A-2, and the
          Common Securities shall be substantially in the form of Exhibit A-3, each
          of which is hereby incorporated in and expressly made a part of this
          Declaration. Certificates may be typed, printed, lithographed or engraved
          or may
          be produced in any other manner as is reasonably acceptable to the
          Administrators, as conclusively evidenced by their execution thereof. The
          Securities may have letters, numbers, notations or other marks of identification
          or designation and such legends or endorsements required by law, stock
          exchange
          rule, agreements to which the Trust is subject if any, or usage (provided
          that
          any such notation, legend or endorsement is in a form acceptable to the
          Sponsor). The Trust at the direction of the Sponsor shall furnish any such
          legend not contained in Exhibits A-1 and A-2 to the Institutional Trustee
          in writing. Each Capital Security shall be dated on or before the date
          of its
          authentication. The terms and provisions of the Securities set forth in
          Annex I
          and the forms of Securities set forth in Exhibits A-1, A-2 and A-3 are part
          of the terms of this Declaration and to the extent applicable, the Institutional
          Trustee, the Delaware Trustee, the Administrators and the Sponsor, by their
          execution and delivery of this Declaration, expressly agree to such terms
          and
          provisions and to be bound thereby. Capital Securities will be issued only
          in
          blocks having a stated liquidation amount of not less than $100,000.00
          and any
          multiple of $1,000.00 in excess thereof.

         

        The
          Capital Securities are being offered and sold by the Trust pursuant to
          the
          Placement Agreement in definitive, registered form without coupons and
          with the
          Restricted Securities Legend.

         

        Section
          6.4. Mutilated,
          Destroyed, Lost or Stolen Certificates.

         

        If:

         

        (a)  any
          mutilated Certificates should be surrendered to the Registrar, or if the
          Registrar shall receive evidence to its satisfaction of the destruction,
          loss or
          theft of any Certificate; and

         

        (b)  there
          shall be delivered to the Registrar, the Administrators and the Institutional
          Trustee such security or indemnity as may be required by them to keep each
          of
          them harmless;

         

        then,
          in
          the absence of notice that such Certificate shall have been acquired by
          a
          protected purchaser, an Administrator on behalf of the Trust shall execute
          (and
          in the case of a Capital Security Certificate, the Institutional Trustee
          shall
          authenticate) and deliver, in exchange for or in lieu of any such mutilated,
          destroyed, lost or stolen Certificate, a new Certificate of like denomination.
          In connection with the issuance of any new Certificate under this Section
          6.4,
          the
          Registrar or the Administrators 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 Certificate issued pursuant to this Section shall
          constitute conclusive evidence of an ownership interest in the relevant
          Securities, as if originally issued, whether or not the lost, stolen or
          destroyed Certificate shall be found at any time.

         

        Section
          6.5. Temporary
          Securities. Until
          definitive Securities are ready for delivery, the Administrators may prepare
          and, in the case of the Capital Securities, the Institutional Trustee shall
          authenticate, temporary Securities. Temporary Securities shall be substantially
          in the form of definitive Securities but may have variations that the
          Administrators consider appropriate for temporary Securities. Without
          unreasonable delay, the Administrators shall prepare and, in the case of
          the
          Capital Securities, the Institutional Trustee shall authenticate, definitive
          Securities in exchange for temporary Securities.

         

        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        

         

        Section
          6.6. Cancellation. The
          Administrators at any time may deliver Securities to the Institutional
          Trustee
          for cancellation. The Registrar shall forward to the Institutional Trustee
          any
          Securities surrendered to it for registration of transfer, redemption or
          payment. The Institutional Trustee shall promptly cancel all Securities
          surrendered for registration of transfer, payment, replacement or cancellation
          and shall dispose of such canceled Securities as the Administrators direct.
          The
          Administrators may not issue new Securities to replace Securities that
          have been
          paid or that have been delivered to the Institutional Trustee for
          cancellation.

         

        Section
          6.7. Rights
          of Holders; Waivers of Past Defaults.

         

        (a)  The
          legal title to the Trust Property is vested exclusively in the Institutional
          Trustee (in its capacity as such) in accordance with Section
          2.5,
          and the
          Holders shall not have any right or title therein other than the undivided
          beneficial interest in the assets of the Trust conferred by their 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 Securities
          shall
          be personal property giving only the rights specifically set forth therein
          and
          in this Declaration. The Securities shall have no preemptive or similar
          rights.

         

        (b)  For
          so long as any Capital Securities remain outstanding, if upon an Indenture
          Event
          of Default, the Debenture Trustee fails or the holders of not less than
          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
          a
          Majority in liquidation amount of the Capital Securities then outstanding
          shall
          have the right to make such declaration by a notice in writing to the
          Institutional Trustee, the Sponsor and the Debenture Trustee.

         

        At
          any
          time after a declaration of acceleration with respect to the Debentures
          has been
          made and before a judgment or decree for payment of the money due has been
          obtained by the Debenture Trustee as provided in the Indenture, if the
          Institutional Trustee, subject to the provisions hereof, fails to annul
          any such
          declaration and waive such default, the Holders of a Majority in liquidation
          amount of the Capital Securities, by written notice to the Institutional
          Trustee, the Sponsor and the Debenture Trustee, may rescind and annul such
          declaration and its consequences if:

         

        (i)  the
          Debenture Issuer has paid or deposited with the Debenture Trustee a sum
          sufficient to pay

         

        (A) all
          overdue installments of interest on all of the Debentures,

         

        (B) any
          accrued Additional Interest on all of the Debentures,

         

        (C) the
          principal of (and premium, if any, on) any Debentures that have become
          due
          otherwise than by such declaration of acceleration and interest and Additional
          Interest thereon at the rate borne by the Debentures, and

         

        (D) all
          sums paid or advanced by the Debenture Trustee under the Indenture and
          the
          reasonable compensation, expenses, disbursements and advances of the Debenture
          Trustee and the Institutional Trustee, their agents and counsel;
          and

         

        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        

         

        (ii)  all
          Events of Default with respect to the Debentures, other than the non-payment
          of
          the principal of the Debentures that has become due solely by such acceleration,
          have been cured or waived as provided in Section 5.7 of the
          Indenture.

         

        The
          Holders of at least a Majority in liquidation amount of the Capital Securities
          may, on behalf of the Holders of all the Capital Securities, waive any
          past
          default under the Indenture or any Indenture Event of Default, except a
          default
          or Indenture Event of Default in the payment of principal or interest on
          the
          Debentures (unless such default or Indenture Event of Default has been
          cured and
          a sum sufficient to pay all matured installments of interest and principal
          due
          otherwise than by acceleration has been deposited with the Debenture Trustee)
          or
          a default under the Indenture or an Indenture Event of Default in respect
          of a
          covenant or provision that under the Indenture cannot be modified or amended
          without the consent of the holder of each outstanding Debenture. No such
          rescission shall affect any subsequent default or impair any right consequent
          thereon.

         

        Upon
          receipt by the Institutional Trustee of written notice declaring such an
          acceleration, or rescission and annulment thereof, by Holders of any part
          of the
          Capital Securities, a record date shall be established for determining
          Holders
          of outstanding Capital Securities entitled to join in such notice, which
          record
          date shall be at the close of business on the day the Institutional Trustee
          receives such notice. The Holders on such record date, or their duly designated
          proxies, and only such Persons, shall be entitled to join in such notice,
          whether or not such Holders remain Holders after such record date; provided,
          that
          unless such declaration of acceleration, or rescission and annulment, as
          the
          case may be, shall have become effective by virtue of the requisite percentage
          having joined in such notice prior to the day that is 90 days after such
          record date, such notice of declaration of acceleration, or rescission
          and
          annulment, as the case may be, shall automatically and without further
          action by
          any Holder be canceled and of no further effect. Nothing in this paragraph
          shall
          prevent a Holder, or a proxy of a Holder, from giving, after expiration
          of such
          90-day period, a new written notice of declaration of acceleration, or
          rescission and annulment thereof, as the case may be, that is identical
          to a
          written notice that has been canceled pursuant to the proviso to the preceding
          sentence, in which event a new record date shall be established pursuant
          to the
          provisions of this Section
          6.7.

         

        (c)  Except
          as otherwise provided in paragraphs (a) and (b) of this Section
          6.7,
          the
          Holders of at least a Majority in liquidation amount of the Capital Securities
          may, on behalf of the Holders of all the Capital Securities, waive any
          past
          default or Event of Default and its consequences. Upon such waiver, any
          such
          default or Event of Default shall cease to exist, and any default or Event
          of
          Default arising therefrom shall be deemed to have been cured, for every
          purpose
          of this Declaration, but no such waiver shall extend to any subsequent
          or other
          default or Event of Default or impair any right consequent thereon.

         

        ARTICLE
          VII


         

        DISSOLUTION
          AND TERMINATION OF TRUST

         

        Section
          7.1. Dissolution
          and Termination of Trust.

         

        (a)  The
          Trust
          shall dissolve on the first to occur of:

         

        (i)  unless
          earlier dissolved, on March 17, 2040, the expiration of the term of the
          Trust;

         

        (ii)  upon
          a Bankruptcy Event with respect to the Sponsor, the Trust or the Debenture
          Issuer;

         

        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        

         

        (iii)  upon
          the filing of a certificate of dissolution or its equivalent with respect
          to the
          Sponsor (other than in connection with a merger, consolidation or similar
          transaction not prohibited by the Indenture, this Declaration or the Guarantee,
          as the case may be) or upon the revocation of the charter of the Sponsor
          and the
          expiration of 90 days after the date of revocation without a reinstatement
          thereof;

         

        (iv)  upon
          the distribution of the Debentures to the Holders of the Securities, upon
          exercise of the right of the Holder of all of the outstanding Common Securities
          to dissolve the Trust as provided in Annex I hereto;

         

        (v)  upon
          the entry of a decree of judicial dissolution of the Holder of the Common
          Securities, the Sponsor, the Trust or the Debenture Issuer;

         

        (vi)  when
          all of the Securities shall have been called for redemption and the amounts
          necessary for redemption thereof shall have been paid to the Holders in
          accordance with the terms of the Securities; or

         

        (vii)  before
          the issuance of any Securities, with the consent of all of the Trustees
          and the
          Sponsor.

         

        (b)  As
          soon as is practicable after the occurrence of an event referred to in
Section
          7.1(a),
          and
          after satisfaction of liabilities to creditors of the Trust as required
          by
          applicable law, including of the Statutory Trust Act, and subject to the
          terms
          set forth in Annex I, the Institutional Trustee shall terminate the Trust
          by filing a certificate of cancellation with the Secretary of State of
          the State
          of Delaware.

         

        (c)  The
          provisions of Section 2.9 and Article IX shall survive the termination
          of the Trust.

         

        ARTICLE
          VIII


         

        TRANSFER
          OF INTERESTS

         

        Section
          8.1. General.

         

        (a)  Subject
          to Section
          8.1(c),
          where
          Capital Securities are presented to the Registrar or a co-registrar with
          a
          request to register a transfer or to exchange them for an equal number
          of
          Capital Securities represented by different certificates, the Registrar
          shall
          register the transfer or make the exchange if its requirements for such
          transactions are met. To permit registrations of transfer and exchanges,
          the
          Trust shall issue and the Institutional Trustee shall authenticate Capital
          Securities at the Registrar’s request.

         

        (b)  Upon
          issuance of the Common Securities, the Sponsor shall acquire and retain
          beneficial and record ownership of the Common Securities and for so long
          as the
          Securities remain outstanding, and to the fullest extent permitted by applicable
          law, the Sponsor shall maintain 100% ownership of the Common Securities;
          provided,
          however,
          that
          any permitted successor of the Sponsor, in its capacity as Debenture Issuer,
          under the Indenture that is a U.S. Person may succeed to the Sponsor’s ownership
          of the Common Securities.

         

        (c)  Capital
          Securities may only be transferred, in whole or in part, in accordance
          with the
          terms and conditions set forth in this Declaration and in the terms of
          the
          Securities. To the fullest extent permitted by applicable law, any transfer
          or
          purported transfer of any Security not made in accordance with this Declaration
          shall be null and void and will be deemed to be of no legal effect whatsoever
          and any such transferee shall be deemed not to be the holder of such Capital
          Securities for any purpose, including but not limited to the receipt of
          Distributions on such Capital Securities, and such transferee shall be
          deemed to
          have no interest whatsoever in such Capital Securities.

         

        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        

         

        (d)  The
          Registrar shall provide for the registration of Securities and of transfers
          of
          Securities, which will be effected without charge but only upon payment
          (with
          such indemnity as the Registrar may require) in respect of any tax or other
          governmental charges that may be imposed in relation to it. Upon surrender
          for
          registration of transfer of any Securities, the Registrar shall cause one
          or
          more new Securities of the same tenor to be issued in the name of the designated
          transferee or transferees. Every Security surrendered for registration
          of
          transfer shall be accompanied by a written instrument of transfer in form
          satisfactory to the Registrar duly executed by the Holder or such Holder’s
          attorney duly authorized in writing. Each Security surrendered for registration
          of transfer shall be canceled by the Institutional Trustee pursuant to
Section
          6.6.
          A
          transferee of a Security shall be entitled to the rights and subject to
          the
          obligations of a Holder hereunder upon the receipt by such transferee of
          a
          Security. By acceptance of a Security, each transferee shall be deemed
          to have
          agreed to be bound by this Declaration.

         

        (e)  The
          Trust shall not be required (i) to issue, register the transfer of, or
          exchange any Securities during a period beginning at the opening of business
          fifteen days before the day of any selection of Securities for redemption
          and
          ending at the close of business on the earliest date on which the relevant
          notice of redemption is deemed to have been given to all Holders of the
          Securities to be redeemed, or (ii) to register the transfer or exchange of
          any Security so selected for redemption in whole or in part, except the
          unredeemed portion of any Security being redeemed in part.

         

        Section
          8.2. Transfer
          Procedures and Restrictions.

         

        (a)  The
          Capital Securities shall bear the Restricted Securities Legend, which shall
          not
          be removed unless there is delivered to the Trust such satisfactory evidence,
          which may include an opinion of counsel satisfactory to the Institutional
          Trustee, as may be reasonably required by the Trust, that neither the legend
          nor
          the restrictions on transfer set forth therein are required to ensure that
          transfers thereof comply with the provisions of the Securities Act. Upon
          provision of such satisfactory evidence, the Institutional Trustee, at
          the
          written direction of the Trust, shall authenticate and deliver Capital
          Securities that do not bear the legend.

         

        (b)  Except
          as
          permitted by Section
          8.2(a),
          each
          Capital Security shall bear a legend (the “Restricted
          Securities Legend”)
          in
          substantially the following form and a Capital Security shall not be transferred
          except in compliance with such legend, unless otherwise determined by the
          Sponsor, upon the advice of counsel expert in securities law, in accordance
          with
          applicable law:

         

        THIS
          SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
          (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
          SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
          HEREIN
          MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
          DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
          IS
          EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
          ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY
          BY ITS
          ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY
          ONLY
          (A) TO THE SPONSOR OR THE TRUST, (B) PURSUANT TO A REGISTRATION
          STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO
          A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
          BUYER
          IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS
          SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH
          RULE 144A, (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN
          ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF
          REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A) OF
          RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS CAPITAL SECURITY
          FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
          INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER
          OR SALE
          IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
          OR
          (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
          REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE SPONSOR’S AND THE TRUST’S
          RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY
          OF AN
          OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY
          TO EACH
          OF THEM IN ACCORDANCE WITH THE DECLARATION OF TRUST, A COPY OF WHICH MAY
          BE
          OBTAINED FROM THE SPONSOR OR THE TRUST. HEDGING TRANSACTIONS INVOLVING
          THIS
          SECURITY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
          ACT.

         

        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        

         

        THE
          HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS
          AND
          WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT
          OR
          OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
          REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY
          WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT
          IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR
          HOLD THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER
          IS
          ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR
          PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14
          OR
          ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY
          IS NOT
          PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT
          TO
          SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THE SECURITIES OR
          ANY
          INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND
          HOLDING
          THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING
          OF
          SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS
          APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT
          PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
          BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL
          NOT
          RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION
          4975 OF
          THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE
          EXEMPTION.

         

        THIS
          SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A
          LIQUIDATION AMOUNT OF NOT LESS THAN $100,000.00 (100 SECURITIES) AND MULTIPLES
          OF $1,000.00 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF SECURITIES IN
          A BLOCK
          HAVING A LIQUIDATION AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED TO
          BE VOID
          AND OF NO LEGAL EFFECT WHATSOEVER.

         

        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        

         

        THE
          HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
          RESTRICTIONS.

         

        (c)  To
          permit registrations of transfers and exchanges, the Trust shall execute
          and the
          Institutional Trustee shall authenticate Capital Securities at the Registrar’s
          request.

         

        (d)  Registrations
          of transfers or exchanges will be effected without charge, but only upon
          payment
          (with such indemnity as the Registrar or the Sponsor may require) in respect
          of
          any tax or other governmental charge that may be imposed in relation to
          it.

         

        (e)  All
          Capital Securities issued upon any registration of transfer or exchange
          pursuant
          to the terms of this Declaration shall evidence the same security and shall
          be
          entitled to the same benefits under this Declaration as the Capital Securities
          surrendered upon such registration of transfer or exchange.

         

        Section
          8.3. Deemed
          Security Holders. The
          Trust, the Administrators, the Trustees, the Paying Agent, the Transfer
          Agent or
          the Registrar may treat the Person in whose name any Certificate shall
          be
          registered on the books and records of the Trust as the sole holder of
          such
          Certificate and of the Securities represented by such Certificate for purposes
          of receiving Distributions and for all other purposes whatsoever and,
          accordingly, shall not be bound to recognize any equitable or other claim
          to or
          interest in such Certificate or in the Securities represented by such
          Certificate on the part of any Person, whether or not the Trust, the
          Administrators, the Trustees, the Paying Agent, the Transfer Agent or the
          Registrar shall have actual or other notice thereof.

         

        ARTICLE
          IX


         

        LIMITATION
          OF LIABILITY OF

        HOLDERS
          OF SECURITIES, INSTITUTIONAL TRUSTEE OR OTHERS

         

        Section
          9.1. Liability.

         

        (a)  Except
          as expressly set forth in this Declaration, the Guarantee and the terms
          of the
          Securities, the Sponsor shall not be:

         

        (i)  personally
          liable for the return of any portion of the capital contributions (or any
          return
          thereon) of the Holders of the Securities which shall be made solely from
          assets
          of the Trust; or

         

        (ii)  required
          to pay to the Trust or to any Holder of the Securities any deficit upon
          dissolution of the Trust or otherwise.

         

        (b)  The
          Holder of the Common Securities shall be liable for all of the debts and
          obligations of the Trust (other than with respect to the Securities) to
          the
          extent not satisfied out of the Trust’s assets.

         

        (c)  Pursuant
          to the Statutory Trust Act, the Holders of the Capital Securities 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.

         

        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        

         

        Section
          9.2. Exculpation.

         

        (a)  No
          Indemnified Person shall be liable, responsible or accountable in damages
          or
          otherwise to the Trust or any Covered Person for any loss, damage or claim
          incurred by reason of any act or omission performed or omitted by such
          Indemnified Person in good faith on behalf of the Trust and in a manner
          such
          Indemnified Person reasonably believed to be within the scope of the authority
          conferred on such Indemnified Person by this Declaration or by law, except
          that
          an Indemnified Person shall be liable for any such loss, damage or claim
          incurred by reason of such Indemnified Person’s negligence or willful misconduct
          with respect to such acts or omissions.

         

        (b)  An
          Indemnified Person shall be fully protected in relying in good faith upon
          the
          records of the Trust and upon such information, opinions, reports or statements
          presented to the Trust by any Person as to matters the Indemnified Person
          reasonably believes are within such other Person’s professional or expert
          competence and, if selected by such Indemnified Person, has been selected
          by
          such Indemnified Person with reasonable care by or on behalf of the Trust,
          including information, opinions, reports or statements as to the value
          and
          amount of the assets, liabilities, profits, losses, or any other facts
          pertinent
          to the existence and amount of assets from which Distributions to Holders
          of
          Securities might properly be paid.

         

        Section
          9.3. Fiduciary
          Duty.

         

        (a)  To
          the extent that, at law or in equity, an Indemnified Person has duties
          (including fiduciary duties) and liabilities relating thereto to the Trust
          or to
          any other Covered Person, an Indemnified Person acting under this Declaration
          shall not be liable to the Trust or to any other Covered Person for its
          good
          faith reliance on the provisions of this Declaration. The provisions of
          this
          Declaration, to the extent that they restrict the duties and liabilities
          of an
          Indemnified Person otherwise existing at law or in equity, are agreed by
          the
          parties hereto to replace such other duties and liabilities of the Indemnified
          Person.

         

        (b)  Whenever
          in this Declaration an Indemnified Person is permitted or required to make
          a
          decision:

         

        (i)  in
          its “discretion” or under a grant of similar authority, the Indemnified Person
          shall be entitled to consider such interests and factors as it desires,
          including its own interests, and shall have no duty or obligation to give
          any
          consideration to any interest of or factors affecting the Trust or any
          other
          Person; or

         

        (ii)  in
          its “good faith” or under another express standard, the Indemnified Person shall
          act under such express standard and shall not be subject to any other or
          different standard imposed by this Declaration or by applicable
          law.

         

        Section
          9.4. Indemnification.

         

        (a)  The
          Sponsor shall indemnify, to the full extent permitted by law, any Indemnified
          Person who was or is a party or is threatened to be made a party to any
          threatened, pending or completed action, suit or proceeding, whether civil,
          criminal, administrative or investigative (other than an action by or in
          the
          right of the Trust) arising out of or in connection with the acceptance
          or
          administration of this Declaration by reason of the fact that he is or
          was an
          Indemnified Person against expenses (including reasonable attorneys’ fees and
          expenses), judgments, fines and amounts paid in settlement actually and
          reasonably incurred by him in connection with such action, suit or proceeding
          if
          he acted in good faith and in a manner he reasonably believed to be in
          or not
          opposed to the best interests of the Trust, and, with respect to any criminal
          action or proceeding, had no reasonable cause to believe his conduct was
          unlawful. The termination of any action, suit or proceeding by judgment,
          order,
          settlement, conviction, or upon a plea of nolo
          contendere
          or its
          equivalent, shall not, of itself, create a presumption that the Indemnified
          Person did not act in good faith and in a manner which he reasonably believed
          to
          be in or not opposed to the best interests of the Trust, and, with respect
          to
          any criminal action or proceeding, had reasonable cause to believe that
          his
          conduct was unlawful.

         

        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        

         

        (b)  The
          Sponsor shall indemnify, to the full extent permitted by law, any Indemnified
          Person who was or is a party or is threatened to be made a party to any
          threatened, pending or completed action or suit by or in the right of the
          Trust
          to procure a judgment in its favor arising out of or in connection with
          the
          acceptance or administration of this Declaration by reason of the fact
          that he
          is or was an Indemnified Person against expenses (including reasonable
          attorneys’ fees and expenses) actually and reasonably incurred by him in
          connection with the defense or settlement of such action or suit if he
          acted in
          good faith and in a manner he reasonably believed to be in or not opposed
          to the
          best interests of the Trust; provided,
          however,
          that no
          such indemnification shall be made in respect of any claim, issue or matter
          as
          to which such Indemnified Person shall have been adjudged to be liable
          to the
          Trust unless and only to the extent that the court in which such action
          or suit
          was brought shall determine upon application that, despite the adjudication
          of
          liability but in view of all the circumstances of the case, such person
          is
          fairly and reasonably entitled to indemnity for such expenses which such
          court
          shall deem proper.

         

        (c)  To
          the extent that an Indemnified Person shall be successful on the merits
          or
          otherwise (including dismissal of an action without prejudice or the settlement
          of an action without admission of liability) in defense of any action,
          suit or
          proceeding referred to in paragraphs (a) and (b) of this Section
          9.4,
          or in
          defense of any claim, issue or matter therein, he shall be indemnified,
          to the
          full extent permitted by law, against expenses (including attorneys’ fees and
          expenses) actually and reasonably incurred by him in connection
          therewith.

         

        (d)  Any
          indemnification of an Administrator under paragraphs (a) and (b) of this
Section
          9.4
          (unless
          ordered by a court) shall be made by the Sponsor only as authorized in
          the
          specific case upon a determination that indemnification of the Indemnified
          Person is proper in the circumstances because he has met the applicable
          standard
          of conduct set forth in paragraphs (a) and (b). Such determination shall be
          made (i) by the Administrators by a majority vote of a Quorum consisting of
          such Administrators who were not parties to such action, suit or proceeding,
          (ii) if such a Quorum is not obtainable, or, even if obtainable, if a
          Quorum of disinterested Administrators so directs, by independent legal
          counsel
          in a written opinion, or (iii) by the Common Security Holder of the
          Trust.

         

        (e)  To
          the fullest extent permitted by law, expenses (including reasonable attorneys’
fees and expenses) incurred by an Indemnified Person in defending a civil,
          criminal, administrative or investigative action, suit or proceeding referred
          to
          in paragraphs (a) and (b) of this Section
          9.4
          shall be
          paid by the Sponsor in advance of the final disposition of such action,
          suit or
          proceeding upon receipt of an undertaking by or on behalf of such Indemnified
          Person to repay such amount if it shall ultimately be determined that he
          is not
          entitled to be indemnified by the Sponsor as authorized in this Section
          9.4.
          Notwithstanding the foregoing, no advance shall be made by the Sponsor
          if a
          determination is reasonably and promptly made (i) by the Administrators by
          a majority vote of a Quorum of disinterested Administrators, (ii) if such a
          Quorum is not obtainable, or, even if obtainable, if a quorum of disinterested
          Administrators so directs, by independent legal counsel in a written opinion
          or
          (iii) by the Common Security Holder of the Trust, that, based upon the
          facts known to the Administrators, counsel or the Common Security Holder
          at the
          time such determination is made, such Indemnified Person acted in bad faith
          or
          in a manner that such Indemnified Person did not believe to be in the best
          interests of the Trust, or, with respect to any criminal proceeding, that
          such
          Indemnified Person believed or had reasonable cause to believe his conduct
          was
          unlawful. In no event shall any advance be made in instances where the
          Administrators, independent legal counsel or the Common Security Holder
          reasonably determine that such Indemnified Person deliberately breached
          his duty
          to the Trust or its Common or Capital Security Holders.

         

        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        

         

        (f)  The
          Trustees, at the sole cost and expense of the Sponsor, retain the right
          to
          representation by counsel of their own choosing in any action, suit or
          any other
          proceeding for which they are indemnified under paragraphs (a) and (b) of
          this Section
          9.4,
          without
          affecting their right to indemnification hereunder or waiving any rights
          afforded to it under this Declaration or applicable law.

         

        (g)  The
          indemnification and advancement of expenses provided by, or granted pursuant
          to,
          the other paragraphs of this Section
          9.4
          shall
          not be deemed exclusive of any other rights to which those seeking
          indemnification and advancement of expenses may be entitled under any agreement,
          vote of stockholders or disinterested directors of the Sponsor or Capital
          Security Holders of the Trust or otherwise, both as to action in his official
          capacity and as to action in another capacity while holding such office.
          All
          rights to indemnification under this Section 9.4 shall be deemed to be
          provided by a contract between the Sponsor and each Indemnified Person
          who
          serves in such capacity at any time while this Section
          9.4
          is in
          effect. Any repeal or modification of this Section
          9.4
          shall
          not affect any rights or obligations then existing.

         

        (h)  The
          Sponsor or the Trust may purchase and maintain insurance on behalf of any
          Person
          who is or was an Indemnified Person against any liability asserted against
          him
          and incurred by him in any such capacity, or arising out of his status
          as such,
          whether or not the Sponsor would have the power to indemnify him against
          such
          liability under the provisions of this Section
          9.4.

         

        (i)  For
          purposes of this Section
          9.4,
          references to “the Trust” shall include, in addition to the resulting or
          surviving entity, any constituent entity (including any constituent of
          a
          constituent) absorbed in a consolidation or merger, so that any Person
          who is or
          was a director, trustee, officer or employee of such constituent entity,
          or is
          or was serving at the request of such constituent entity as a director,
          trustee,
          officer, employee or agent of another entity, shall stand in the same position
          under the provisions of this Section
          9.4
          with
          respect to the resulting or surviving entity as he would have with respect
          to
          such constituent entity if its separate existence had continued.

         

        (j)  The
          indemnification and advancement of expenses provided by, or granted pursuant
          to,
          this Section
          9.4
          shall,
          unless otherwise provided when authorized or ratified, (i) continue as to a
          Person who has ceased to be an Indemnified Person and shall inure to the
          benefit
          of the heirs, executors and administrators of such a Person; and
          (ii) survive the termination or expiration of this Declaration or the
          earlier removal or resignation of an Indemnified Person.

         

        Section
          9.5. Outside
          Businesses. Any
          Covered Person, the Sponsor, the Delaware Trustee and the Institutional
          Trustee
          may engage in or possess an interest in other business ventures of any
          nature or
          description, independently or with others, similar or dissimilar to the
          business
          of the Trust, and the Trust and the Holders of Securities shall have no
          rights
          by virtue of this Declaration in and to such independent ventures or the
          income
          or profits derived therefrom, and the pursuit of any such venture, even
          if
          competitive with the business of the Trust, shall not be deemed wrongful
          or
          improper. None of any Covered Person, the Sponsor, the Delaware Trustee
          or the
          Institutional Trustee shall be obligated to present any particular investment
          or
          other opportunity to the Trust even if such opportunity is of a character
          that,
          if presented to the Trust, could be taken by the Trust, and any Covered
          Person,
          the Sponsor, the Delaware Trustee and the Institutional Trustee shall have
          the
          right to take for its own account (individually or as a partner or fiduciary)
          or
          to recommend to others any such particular investment or other opportunity.
          Any
          Covered Person, the Delaware Trustee and the Institutional Trustee may
          engage or
          be interested in any financial or other transaction with the Sponsor or
          any
          Affiliate of the Sponsor, or may act as depositary for, trustee or agent
          for, or
          act on any committee or body of holders of, securities or other obligations
          of
          the Sponsor or its Affiliates.

         

        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        

         

        Section
          9.6. Compensation;
          Fee. The
          Sponsor agrees:

         

        (a)  to
          pay to the Trustees from time to time such compensation for all services
          rendered by them hereunder as the parties shall agree from time to time
          (which
          compensation shall not be limited by any provision of law in regard to
          the
          compensation of a trustee of an express trust); and

         

        (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 Declaration (including
          the
          reasonable compensation and the expenses and disbursements of their respective
          agents and counsel), except any such expense, disbursement or advance as
          may be
          attributable to its negligence, bad faith or willful misconduct.

         

        For
          purposes of clarification, this Section 9.6 does not contemplate the
          payment by the Sponsor of acceptance or annual administration fees owing
          to the
          Trustees under this Declaration or the fees and expenses of the Trustees’
counsel in connection with the closing of the transactions contemplated
          by this
          Declaration.

         

        The
          provisions of this Section
          9.6
          shall
          survive the dissolution of the Trust and the termination of this Declaration
          and
          the removal or resignation of any Trustee.

         

        No
          Trustee may claim any lien or charge on any property of the Trust as a
          result of
          any amount due pursuant to this Section
          9.6.

         

        ARTICLE
          X


         

        ACCOUNTING

         

        Section
          10.1. Fiscal
          Year. The
          fiscal year (“Fiscal
          Year”)
          of the
          Trust shall be the calendar year, or such other year as is required by
          the
          Code.

         

        Section
          10.2. Certain
          Accounting Matters. 

         

        (a)  At
          all times during the existence of the Trust, the Administrators shall keep,
          or
          cause to be kept at the principal office of the Trust in the United States,
          as
          defined for purposes of Treasury Regulations section 301.7701-7, full books
          of
          account, records and supporting documents, which shall reflect in reasonable
          detail each transaction of the Trust. The books of account shall be maintained,
          at the Sponsor’s expense, in accordance with generally accepted accounting
          principles, consistently applied. The books of account and the records
          of the
          Trust shall be examined by and reported upon (either separately or as part
          of
          the Sponsor’s regularly prepared consolidated financial report) as of the end of
          each Fiscal Year of the Trust by a firm of independent certified public
          accountants selected by the Administrators.

         

        (b)  The
          Administrators shall cause to be duly prepared and delivered to each of
          the
          Holders of Securities Form 1099 or such other annual United States federal
          income tax information statement required by the Code, containing such
          information with regard to the Securities held by each Holder as is required
          by
          the Code and the Treasury Regulations. Notwithstanding any right under
          the Code
          to deliver any such statement at a later date, the Administrators shall
          endeavor
          to deliver all such statements within 30 days after the end of each Fiscal
          Year of the Trust.

         

        (c)  The
          Administrators, at the Sponsor’s expense, shall cause to be duly prepared at the
          principal office of the Sponsor in the United States, as ‘United States’ is
          defined in Section 7701(a)(9) of the Code (or at the principal office of
          the Trust if the Sponsor has no such principal office in the United States),
          and
          filed an annual United States federal income tax return on a Form 1041
          or such
          other form required by United States federal income tax law, and any other
          annual income tax returns required to be filed by the Administrators on
          behalf
          of the Trust with any state or local taxing authority.

         

        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        

         

        Section
          10.3. Banking. The
          Trust shall maintain in the United States, as defined for purposes of Treasury
          Regulations section 301.7701-7, one or more bank accounts in the name and
          for
          the sole benefit of the Trust; provided,
          however,
          that
          all payments of funds in respect of the Debentures held by the Institutional
          Trustee shall be made directly to the Property Account and no other funds
          of the
          Trust shall be deposited in the Property Account. The sole signatories
          for such
          accounts (including the Property Account) shall be designated by the
          Institutional Trustee.

         

        Section
          10.4. Withholding. The
          Institutional Trustee or any Paying Agent and the Administrators shall
          comply
          with all withholding requirements under United States federal, state and
          local
          law. The Institutional Trustee or any Paying Agent shall request, and each
          Holder shall provide to the Institutional Trustee or any Paying Agent,
          such
          forms or certificates as are necessary to establish an exemption from
          withholding with respect to the Holder, and any representations and forms
          as
          shall reasonably be requested by the Institutional Trustee or any Paying
          Agent
          to assist it in determining the extent of, and in fulfilling, its withholding
          obligations. The Administrators shall file required forms with applicable
          jurisdictions and, unless an exemption from withholding is properly established
          by a Holder, shall remit amounts withheld with respect to the Holder to
          applicable jurisdictions. To the extent that the Institutional Trustee
          or any
          Paying Agent is required to withhold and pay over any amounts to any authority
          with respect to distributions or allocations to any Holder, the amount
          withheld
          shall be deemed to be a Distribution in the amount of the withholding to
          the
          Holder. In the event of any claimed overwithholding, Holders shall be limited
          to
          an action against the applicable jurisdiction. If the amount required to
          be
          withheld was not withheld from actual Distributions made, the Institutional
          Trustee or any Paying Agent may reduce subsequent Distributions by the
          amount of
          such withholding.

         

        ARTICLE
          XI


         

        AMENDMENTS
          AND MEETINGS

         

        Section
          11.1. Amendments.

         

        (a)  Except
          as otherwise provided in this Declaration or by any applicable terms of
          the
          Securities, this Declaration may only be amended by a written instrument
          approved and executed (i) by the Institutional Trustee, or (ii) if the
          amendment affects the rights, powers, duties, obligations or immunities
          of the
          Delaware Trustee, by the Delaware Trustee.

         

        (b)  Notwithstanding
          any other provision of this Article XI, an amendment may be made, and any
          such purported amendment shall be valid and effective only if:

         

        (i)  the
          Institutional Trustee shall have first received

         

        (A) an
          Officers’ Certificate from each of the Trust and the Sponsor that such amendment
          is permitted by, and conforms to, the terms of this Declaration (including
          the
          terms of the Securities); and

         

        (B) an
          opinion of counsel (who may be counsel to the Sponsor or the Trust) that
          such
          amendment is permitted by, and conforms to, the terms of this Declaration
          (including the terms of the Securities); and

         

        (ii)  the
          result of such amendment would not be to

         

        
          
            
            

          

          
            36

            
              

            

          

          
            
            

          

        

         

        (A) cause
          the Trust to cease to be classified for purposes of United States federal
          income
          taxation as a grantor trust; or

         

        (B) cause
          the Trust to be deemed to be an Investment Company required to be registered
          under the Investment Company Act.

         

        (c)  Except
          as provided in Section
          11.1(d),
          (e)
          or (h), no amendment shall be made, and any such purported amendment shall
          be
          void and ineffective, unless the Holders of a Majority in liquidation amount
          of
          the Capital Securities shall have consented to such amendment.

         

        (d)  In
          addition to and notwithstanding any other provision in this Declaration,
          without
          the consent of each affected Holder, this Declaration may not be amended
          to
          (i) change the amount or timing of any Distribution on the Securities or
          otherwise adversely affect the amount of any Distribution required to be
          made in
          respect of the Securities as of a specified date or change any conversion
          or
          exchange provisions or (ii) restrict the right of a Holder to institute
          suit for the enforcement of any such payment on or after such date.

         

        (e)  Sections 9.1(b)
          and 9.1(c) and this Section
          11.1
          shall
          not be amended without the consent of all of the Holders of the
          Securities.

         

        (f)  Article III
          shall not be amended without the consent of the Holders of a Majority in
          liquidation amount of the Common Securities.

         

        (g)  The
          rights of the Holders of the Capital Securities under Article IV to appoint
          and remove Trustees shall not be amended without the consent of the Holders
          of a
          Majority in liquidation amount of the Capital Securities.

         

        (h)  This
          Declaration may be amended by the Institutional Trustee and the Holders
          of a
          Majority in liquidation amount of the Common Securities without the consent
          of
          the Holders of the Capital Securities to:

         

        (i)  cure
          any ambiguity;

         

        (ii)  correct
          or supplement any provision in this Declaration that may be defective or
          inconsistent with any other provision of this Declaration;

         

        (iii)  add
          to the covenants, restrictions or obligations of the Sponsor; or

         

        (iv)  modify,
          eliminate or add to any provision of this Declaration to such extent as
          may be
          necessary to ensure that the Trust will be classified for United States
          federal
          income tax purposes at all times as a grantor trust and will not be required
          to
          register as an Investment Company (including without limitation to conform
          to
          any change in Rule 3a-5, Rule 3a-7 or any other applicable rule under
          the Investment Company Act or written change in interpretation or application
          thereof by any legislative body, court, government agency or regulatory
          authority) which amendment does not have a material adverse effect on the
          rights, preferences or privileges of the Holders of Securities;

         

        provided,
          however,
          that no
          such modification, elimination or addition referred to in clauses (i),
          (ii), (iii) or (iv) shall adversely affect in any material respect the
          powers,
          preferences or special rights of Holders of Capital Securities.

         

        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

        

         

        Section
          11.2. Meetings
          of the Holders of Securities; Action by Written Consent.

         

        (a)  Meetings
          of the Holders of any class of Securities may be called at any time by
          the
          Administrators (or as provided in the terms of the Securities) to consider
          and
          act on any matter on which Holders of such class of Securities are entitled
          to
          act under the terms of this Declaration or the terms of the Securities.
          The
          Administrators shall call a meeting of the Holders of such class if directed
          to
          do so by the Holders of at least 10% in liquidation amount of such class
          of
          Securities. Such direction shall be given by delivering to the Administrators
          one or more calls in a writing stating that the signing Holders of the
          Securities wish to call a meeting and indicating the general or specific
          purpose
          for which the meeting is to be called. Any Holders of the Securities calling
          a
          meeting shall specify in writing the Certificates held by the Holders of
          the
          Securities exercising the right to call a meeting and only those Securities
          represented by such Certificates shall be counted for purposes of determining
          whether the required percentage set forth in the second sentence of this
          paragraph has been met.

         

        (b)  Except
          to
          the extent otherwise provided in the terms of the Securities, the following
          provisions shall apply to meetings of Holders of the Securities:

         

        (i)  notice
          of any such meeting shall be given to all the Holders of the Securities
          having a
          right to vote thereat at least 7 days and not more than 60 days before
          the date of such meeting. Whenever a vote, consent or approval of the Holders
          of
          the Securities is permitted or required under this Declaration, such vote,
          consent or approval may be given at a meeting of the Holders of the Securities.
          Any action that may be taken at a meeting of the Holders of the Securities
          may
          be taken without a meeting if a consent in writing setting forth the action
          so
          taken is signed by the Holders of the Securities owning not less than the
          minimum amount of Securities in liquidation amount that would be necessary
          to
          authorize or take such action at a meeting at which all Holders of the
          Securities having a right to vote thereon were present and voting. Prompt
          notice
          of the taking of action without a meeting shall be given to the Holders
          of the
          Securities entitled to vote who have not consented in writing. The
          Administrators may specify that any written ballot submitted to the Holders
          of
          the Securities for the purpose of taking any action without a meeting shall
          be
          returned to the Trust within the time specified by the
          Administrators;

         

        (ii)  each
          Holder of a Security may authorize any Person to act for it by proxy on
          all
          matters in which a Holder of Securities is entitled to participate, including
          waiving notice of any meeting, or voting or participating at a meeting.
          No proxy
          shall be valid after the expiration of 11 months from the date thereof
          unless otherwise provided in the proxy. Every proxy shall be revocable
          at the
          pleasure of the Holder of the Securities executing it. Except as otherwise
          provided herein, all matters relating to the giving, voting or validity
          of
          proxies shall be governed by the General Corporation Law of the State of
          Delaware relating to proxies, and judicial interpretations thereunder,
          as if the
          Trust were a Delaware corporation and the Holders of the Securities were
          stockholders of a Delaware corporation; each meeting of the Holders of
          the
          Securities shall be conducted by the Administrators or by such other Person
          that
          the Administrators may designate; and

         

        (iii)  unless
          the Statutory Trust Act, this Declaration, or the terms of the Securities
          otherwise provides, the Administrators, in their sole discretion, shall
          establish all other provisions relating to meetings of Holders of Securities,
          including notice of the time, place or purpose of any meeting at which
          any
          matter is to be voted on by any Holders of the Securities, waiver of any
          such
          notice, action by consent without a meeting, the establishment of a record
          date,
          quorum requirements, voting in person or by proxy or any other matter with
          respect to the exercise of any such right to vote; provided,
          however,
          that
          each meeting shall be conducted in the United States (as that term is defined
          in
          Treasury Regulations section 301.7701-7).

         

        
          
            
            

          

          
            38

            
              

            

          

          
            
            

          

        

         

        ARTICLE
          XII

         

        REPRESENTATIONS
          OF INSTITUTIONAL TRUSTEE AND THE DELAWARE TRUSTEE

         

        Section
          12.1. Representations
          and Warranties of Institutional Trustee. The
          initial Institutional Trustee represents and warrants to the Trust and
          to the
          Sponsor at the date of this Declaration, and each Successor Institutional
          Trustee represents and warrants to the Trust and the Sponsor at the time
          of the
          Successor Institutional Trustee’s acceptance of its appointment as Institutional
          Trustee, that:

         

        (a)  the
          Institutional Trustee is a Delaware banking corporation with trust powers,
          duly
          organized and validly existing under the laws of the State of Delaware
          with
          trust power and authority to execute and deliver, and to carry out and
          perform
          its obligations under the terms of, this Declaration;

         

        (b)  the
          execution, delivery and performance by the Institutional Trustee of this
          Declaration has been duly authorized by all necessary corporate action
          on the
          part of the Institutional Trustee. This Declaration has been duly executed
          and
          delivered by the Institutional Trustee, and it constitutes a legal, valid
          and
          binding obligation of the Institutional Trustee, enforceable against it
          in
          accordance with its terms, subject to applicable bankruptcy, reorganization,
          moratorium, insolvency, and other similar laws affecting creditors’ rights
          generally and to general principles of equity (regardless of whether considered
          in a proceeding in equity or at law);

         

        (c)  the
          execution, delivery and performance of this Declaration by the Institutional
          Trustee does not conflict with or constitute a breach of the charter or
          by-laws
          of the Institutional Trustee; and

         

        (d)  no
          consent, approval or authorization of, or registration with or notice to,
          any
          state or federal banking authority is required for the execution, delivery
          or
          performance by the Institutional Trustee of this Declaration.

         

        Section
          12.2. Representations
          of the Delaware Trustee. The
          Trustee that acts as initial Delaware Trustee represents and warrants to
          the
          Trust and to the Sponsor at the date of this Declaration, and each Successor
          Delaware Trustee represents and warrants to the Trust and the Sponsor at
          the
          time of the Successor Delaware Trustee’s acceptance of its appointment as
          Delaware Trustee that:

         

        (a)  if
          it is not a natural person, the Delaware Trustee is duly organized, validly
          existing and in good standing under the laws of the State of
          Delaware;

         

        (b)  if
          it is not a natural person, the execution, delivery and performance by
          the
          Delaware Trustee of this Declaration has been duly authorized by all necessary
          corporate action on the part of the Delaware Trustee. This Declaration
          has been
          duly executed and delivered by the Delaware Trustee, and under Delaware
          law
          (excluding any securities laws) constitutes a legal, valid and binding
          obligation of the Delaware Trustee, enforceable against it in accordance
          with
          its terms, subject to applicable bankruptcy, reorganization, moratorium,
          insolvency and other similar laws affecting creditors’ rights generally and to
          general principles of equity and the discretion of the court (regardless
          of
          whether considered in a proceeding in equity or at law);

         

        (c)  if
          it is not a natural person, the execution, delivery and performance of
          this
          Declaration by the Delaware Trustee does not conflict with or constitute
          a
          breach of the charter or by-laws of the Delaware Trustee;

         

        
          
            
            

          

          
            39

            
              

            

          

          
            
            

          

        

         

        (d)  it
          has trust power and authority to execute and deliver, and to carry out
          and
          perform its obligations under the terms of, this Declaration;

         

        (e)  no
          consent, approval or authorization of, or registration with or notice to,
          any
          state or federal banking authority governing the trust powers of the Delaware
          Trustee is required for the execution, delivery or performance by the Delaware
          Trustee of this Declaration; and

         

        (f)  the
          Delaware Trustee is a natural person who is a resident of the State of
          Delaware
          or, if not a natural person, it is an entity which has its principal place
          of
          business in the State of Delaware and, in either case, a Person that satisfies
          for the Trust the requirements of Section 3807 of the Statutory Trust
          Act.

         

        ARTICLE
          XIII


         

        MISCELLANEOUS

         

        Section
          13.1. Notices. All
          notices provided for in this Declaration shall be in writing, duly signed
          by the
          party giving such notice, and shall be delivered, telecopied (which telecopy
          shall be followed by notice delivered or mailed by first class mail) or
          mailed
          by first class mail, as follows:

         

        (a)  if
          given to the Trust, in care of the Administrators at the Trust’s mailing address
          set forth below (or such other address as the Trust may give notice of
          to the
          Holders of the Securities):

         

        Wilshire
          Statutory Trust II

        c/o
          Wilshire Bancorp, Inc.

        3200
          Wilshire Boulevard

        Los
          Angeles, California 90010

        Attention:
          Brian E. Cho

        Telecopy:
          213-427-6584

         

        (b)  if
          given to the Delaware Trustee, at the Delaware Trustee’s mailing address set
          forth below (or such other address as the Delaware Trustee may give notice
          of to
          the Holders of the Securities):

         

        Wilmington
          Trust Company

        Rodney
          Square North

        1100
          North Market Street

        Wilmington,
          Delaware 19890-1600

        Attention:
          Corporate Trust Administration

        Telecopy:
          302-636-4140

         

        (c)  if
          given to the Institutional Trustee, at the Institutional Trustee’s mailing
          address set forth below (or such other address as the Institutional Trustee
          may
          give notice of to the Holders of the Securities):

         

        Wilmington
          Trust Company

        Rodney
          Square North

        1100
          North Market Street

        Wilmington,
          Delaware 19890-1600

        Attention:
          Corporate Trust Administration

        Telecopy:
          302-636-4140

         

        
          
            
            

          

          
            40

            
              

            

          

          
            
            

          

        

         

        (d)  if
          given to the Holder of the Common Securities, at the mailing address of
          the
          Sponsor set forth below (or such other address as the Holder of the Common
          Securities may give notice of to the Trust):

         

        Wilshire
          Bancorp, Inc.

        3200
          Wilshire Boulevard

        Los
          Angeles, California 90010

        Attention:
          Brian E. Cho

        Telecopy:
          213-427-6584

         

        (e)  if
          given to any other Holder, at the address set forth on the books and records
          of
          the Trust.

         

        All
          such
          notices shall be deemed to have been given when received in person, telecopied
          with receipt confirmed, or mailed by first class mail, postage prepaid
          except
          that if a notice or other document is refused delivery or cannot be delivered
          because of a changed address of which no notice was given, such notice
          or other
          document shall be deemed to have been delivered on the date of such refusal
          or
          inability to deliver.

         

        Section
          13.2. Governing
          Law. This
          Declaration and the rights of the parties hereunder shall be governed by
          and
          interpreted in accordance with the law of the State of Delaware and all
          rights
          and remedies shall be governed by such laws without regard to the principles
          of
          conflict of laws of the State of Delaware or any other jurisdiction that
          would
          call for the application of the law of any jurisdiction other than the
          State of
          Delaware; provided,
          however,
          that
          there shall not be applicable to the Trust, the Trustees or this Declaration
          any
          provision of the laws (statutory or common) of the State of Delaware pertaining
          to trusts that relate to or regulate, in a manner inconsistent with the
          terms
          hereof (a) the filing with any court or governmental body or agency of
          trustee accounts or schedules of trustee fees and charges, (b) affirmative
          requirements to post bonds for trustees, officers, agents or employees
          of a
          trust, (c) the necessity for obtaining court or other governmental approval
          concerning the acquisition, holding or disposition of real or personal
          property,
          (d) fees or other sums payable to trustees, officers, agents or employees
          of a trust, (e) the allocation of receipts and expenditures to income or
          principal, or (f) restrictions or limitations on the permissible nature,
          amount or concentration of trust investments or requirements relating to
          the
          titling, storage or other manner of holding or investing trust
          assets.

         

        Section
          13.3. Intention
          of the Parties. It
          is the intention of the parties hereto that the Trust be classified for
          United
          States federal income tax purposes as a grantor trust. The provisions of
          this
          Declaration shall be interpreted to further this intention of the
          parties.

         

        Section
          13.4. Headings. Headings
          contained in this Declaration are inserted for convenience of reference
          only and
          do not affect the interpretation of this Declaration or any provision
          hereof.

         

        Section
          13.5. Successors
          and Assigns. Whenever
          in this Declaration any of the parties hereto is named or referred to,
          the
          successors and assigns of such party shall be deemed to be included, and
          all
          covenants and agreements in this Declaration by the Sponsor and the Trustees
          shall bind and inure to the benefit of their respective successors and
          assigns,
          whether or not so expressed.

         

        Section
          13.6. Partial
          Enforceability. If
          any provision of this Declaration, or the application of such provision
          to any
          Person or circumstance, shall be held invalid, the remainder of this
          Declaration, or the application of such provision to persons or circumstances
          other than those to which it is held invalid, shall not be affected
          thereby.

         

        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        

         

        Section
          13.7. Counterparts. This
          Declaration may contain more than one counterpart of the signature page
          and this
          Declaration may be executed by the affixing of the signature of each of
          the
          Trustees and Administrators to any of such counterpart signature pages.
          All of
          such counterpart signature pages shall be read as though one, and they
          shall
          have the same force and effect as though all of the signers had signed
          a single
          signature page.

         

        Signatures
          appear on the following page

         

        
          
            
            

          

          
            42

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the undersigned have caused these presents to be executed
          as of
          the day and year first above written.

         

        
          	 	 	 
	 	
                  WILMINGTON
                    TRUST COMPANY,

                  as
                    Delaware Trustee

                
	 
 	 
 	 
 
	
                	By:  	
                
	 	
                  
Name:
	 	Title:


        

        
           

          
            	 	 	 
	 	
                    WILMINGTON
                      TRUST COMPANY,

                    as
                      Institutional Trustee

                  
	 
 	 
 	 
 
	
                  	By:  	
                  
	 	
                    
Name:
	 	Title:


          

          
             

            
              	 	 	 
	 	WILSHIRE BANCORP, INC.,
                      as Sponsor
	 
 	 
 	 
 
	
                    	By:  	
                    
	 	
                      
Name:
	 	Title:


            

            
               

              
                	 	 	 
	 	
                        ADMINISTRATORS OF WILSHIRE
                          STATUTORY 

                        TRUST
                          II

                      
	 
 	 
 	 
 
	
                      	By:  	
                      
	 	
                        
                          

                        

                        Administrator

                      


              

              
                 

                
                  	 	 	 
	
                        	By:  	
                        
	 	
                          
                            

                          

                          Administrator

                        


                

                
                   

                  
                    	 	 	 
	
                          	By:  	
                          
	 	
                            
                              

                            

                            Administrator

                          


                  

                   

                   

                  
                    
                      
                      

                    

                    
                      43

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

              

            

          

        

        
           

        

        ANNEX
          I

        


        TERMS
          OF
          SECURITIES

        


        Pursuant
          to Section
          6.1
          of the
          Amended and Restated Declaration of Trust, dated as of March 17, 2005 (as
          amended from time to time, the “Declaration”), the designation, rights,
          privileges, restrictions, preferences and other terms and provisions of
          the
          Capital Securities and the Common Securities are set out below (each capitalized
          term used but not defined herein has the meaning set forth in the
          Declaration):

         

        1. Designation
          and Number.

         

        (a) 20,000
          Floating Rate Capital Securities of Wilshire Statutory Trust II (the “Trust”),
          with an aggregate stated liquidation amount with respect to the assets
          of the
          Trust of twenty millions dollars ($20,000,000.00) and a stated liquidation
          amount with respect to the assets of the Trust of $1,000.00 per Capital
          Security, are hereby designated for the purposes of identification only
          as the
“Capital
          Securities”.
          The
          Capital Security Certificates evidencing the Capital Securities shall be
          substantially in the form of Exhibits A-1 and A-2 to the Declaration, with
          such changes and additions thereto or deletions therefrom as may be required
          by
          ordinary usage, custom or practice.

         

        (b) 619
          Floating Rate Common Securities of the Trust (the “Common
          Securities”)
          will
          be evidenced by Common Security Certificates substantially in the form
          of
          Exhibit A-3 to the Declaration, with such changes and additions thereto or
          deletions therefrom as may be required by ordinary usage, custom or
          practice.

         

        2. Distributions.

         

        (a) Distributions
          will be payable on each Security for the Distribution Period beginning
          on (and
          including) the date of original issuance and ending on (but excluding)
          the
          Distribution Payment Date in June 2005 at a rate per annum of 4.76% and
          shall
          bear interest for each successive Distribution Period beginning on (and
          including) the Distribution Payment Date in June 2005, and each succeeding
          Distribution Payment Date, and ending on (but excluding) the next succeeding
          Distribution Payment Date at a rate per annum equal to the 3-Month LIBOR,
          determined as described below, plus 1.79% (the “Coupon
          Rate”),
          applied to the stated liquidation amount thereof, such rate being the rate
          of
          interest payable on the Debentures to be held by the Institutional Trustee.
          Distributions in arrears will bear interest thereon compounded quarterly
          at the
          applicable Distribution Rate (to the extent permitted by law). Distributions,
          as
          used herein, include cash distributions and any such compounded distributions
          unless otherwise noted. A Distribution is payable only to the extent that
          payments are made in respect of the Debentures held by the Institutional
          Trustee
          and to the extent the Institutional Trustee has funds available therefor.
          The
          amount of the Distribution payable for any Distribution Period will be
          calculated by applying the Distribution Rate to the stated liquidation
          amount
          outstanding at the commencement of the Distribution Period and multiplying
          each
          such amount by the actual number of days in the Distribution Period concerned
          divided by 360. All percentages resulting from any calculations on the
          Capital
          Securities will be rounded, if necessary, to the nearest one hundred-thousandth
          of a percentage point, with five one-millionths of a percentage point rounded
          upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655),
          and all dollar amounts used in or resulting from such calculation will
          be
          rounded to the nearest cent (with one-half cent being rounded
          upward)).

         

        
          
            
            

          

          
            I-1

            
              

            

          

          
            
            

          

        

         

        (b) Distributions
          on the Securities will be cumulative, will accrue from the date of original
          issuance, and will be payable, subject to extension of distribution payment
          periods as described herein, quarterly in arrears on March 17,
          June 17, September 17 and December 17 of each year, or if such
          day is not a Business Day, then the next succeeding Business Day (each
          a
“Distribution
          Payment Date”),
          commencing on the Distribution Payment Date in June 2005 when, as and if
          available for payment. The Debenture Issuer has the right under the Indenture
          to
          defer payments of interest on the Debentures, so long as no Extension Event
          of
          Default has occurred and is continuing, by extending the interest payment
          period
          on the Debentures for up to 20 consecutive quarterly periods (each an
“Extension
          Period”)
          at any
          time and from time to time, subject to the conditions described below,
          during
          which Extension Period no interest shall be due and payable. During any
          Extension Period, interest will continue to accrue on the Debentures, and
          interest on such accrued interest will accrue at an annual rate equal to
          the
          Distribution Rate in effect for each such Extension Period, compounded
          quarterly
          from the date such interest would have been payable were it not for the
          Extension Period, to the extent permitted by law (such interest referred
          to
          herein as “Additional
          Interest”).
          No
          Extension Period may end on a date other than a Distribution Payment Date.
          At
          the end of any such Extension Period, the Debenture Issuer shall pay all
          interest then accrued and unpaid on the Debentures (together with Additional
          Interest thereon); provided,
          however,
          that no
          Extension Period may extend beyond the Maturity Date and provided further,
          however,
          that
          during any such Extension Period, the Debenture Issuer and its Affiliates
          shall
          not (i) declare or pay any dividends or distributions on, or redeem,
          purchase, acquire, or make a liquidation payment with respect to, any of
          the
          Debenture Issuer’s or its Affiliates’ capital stock (other than payments of
          dividends or distributions to the Debenture Issuer or payments of dividends
          from
          direct or indirect subsidiaries of the Debenture Issuer to their parent
          corporations, which also shall be direct or indirect subsidiaries of the
          Debenture Issuer) or make any guarantee payments with respect to the foregoing,
          or (ii) make any payment of principal of or interest or premium, if any, on
          or repay, repurchase or redeem any debt securities of the Debenture Issuer
          or
          any Affiliate that rank pari passu
          in all
          respects with or junior in interest to the Debentures (other than, with
          respect
          to clauses (i) and (ii) above, (a) repurchases, redemptions or other
          acquisitions of shares of capital stock of the Debenture Issuer in connection
          with any employment contract, benefit plan or other similar arrangement
          with or
          for the benefit of one or more employees, officers, directors or consultants,
          in
          connection with a dividend reinvestment or stockholder stock purchase plan
          or in
          connection with the issuance of capital stock of the Debenture Issuer (or
          securities convertible into or exercisable for such capital stock) as
          consideration in an acquisition transaction entered into prior to the applicable
          Extension Period, (b) as a result of any exchange or conversion of any
          class or series of the Debenture Issuer’s capital stock (or any capital stock of
          a subsidiary of the Debenture Issuer) for any class or series of the Debenture
          Issuer’s capital stock or of any class or series of the Debenture Issuer’s
          indebtedness for any class or series of the Debenture Issuer’s capital stock,
          (c) the purchase of fractional interests in shares of the Debenture
          Issuer’s capital stock pursuant to the conversion or exchange provisions of such
          capital stock or the security being converted or exchanged, (d) any
          declaration of a dividend in connection with any stockholders’ rights plan, or
          the issuance of rights, stock or other property under any stockholders’ rights
          plan, or the redemption or repurchase of rights pursuant thereto, (e) any
          dividend in the form of stock, warrants, options or other rights where
          the
          dividend stock or the stock issuable upon exercise of such warrants, options
          or
          other rights is the same stock as that on which the dividend is being paid
          or
          ranks pari
          passu
          with or
          junior to such stock and any cash payments in lieu of fractional shares
          issued
          in connection therewith, (f) payments of principal or interest on debt
          securities or payments of cash dividends or distributions on any capital
          stock
          issued by an Affiliate that is not, in whole or in part, a subsidiary of
          the
          Debenture Issuer (or any redemptions, repurchases or liquidation payments
          on
          such stock or securities), or (g) payments under the Capital Securities
          Guarantee). Prior to the termination of any Extension Period, the Debenture
          Issuer may further extend such period, provided that such period together
          with
          all such previous and further consecutive extensions thereof shall not
          exceed 20
          consecutive quarterly periods, or extend beyond the Maturity Date. Upon
          the
          termination of any Extension Period and upon the payment of all accrued
          and
          unpaid interest and Additional Interest, the Debenture Issuer may commence
          a new
          Extension Period, subject to the foregoing requirements. No interest or
          Additional Interest shall be due and payable during an Extension Period,
          except
          at the end thereof, but each installment of interest that would otherwise
          have
          been due and payable during such Extension Period shall bear Additional
          Interest. During any Extension Period, Distributions on the Securities
          shall be
          deferred for a period equal to the Extension Period. If Distributions are
          deferred, the Distributions due shall be paid on the date that the related
          Extension Period terminates to Holders of the Securities as they appear
          on the
          books and records of the Trust on the record date immediately preceding
          such
          date. Distributions on the Securities must be paid on the dates payable
          (after
          giving effect to any Extension Period) to the extent that the Trust has
          funds
          available for the payment of such distributions in the Property Account
          of the
          Trust. The Trust’s funds available for Distribution to the Holders of the
          Securities will be limited to payments received from the Debenture Issuer.
          The
          payment of Distributions out of moneys held by the Trust is guaranteed
          by the
          Guarantor pursuant to the Guarantee.

         

        
          
            
            

          

          
            I-2

            
              

            

          

          
            
            

          

        

         

        (c) Distributions
          on the Securities will be payable to the Holders thereof as they appear
          on the
          books and records of the Trust on the relevant record dates. The relevant
          record
          dates shall be fifteen days before the relevant Distribution Payment Date.
          Distributions payable on any Securities that are not punctually paid on
          any
          Distribution Payment Date, as a result of the Debenture Issuer having failed
          to
          make a payment under the Debentures, as the case may be, when due (taking
          into
          account any Extension Period), will cease to be payable to the Person in
          whose
          name such Securities are registered on the relevant record date, and such
          defaulted Distribution will instead be payable to the Person in whose name
          such
          Securities are registered on the special record date or other specified
          date
          determined in accordance with the Indenture.

         

        (d) In
          the
          event that there is any money or other property held by or for the Trust
          that is
          not accounted for hereunder, such property shall be distributed Pro Rata
          (as
          defined herein) among the Holders of the Securities.

         

        3. Liquidation
          Distribution Upon Dissolution.
          In the
          event of the voluntary or involuntary liquidation, dissolution, winding-up
          or
          termination of the Trust (each a “Liquidation”)
          other
          than in connection with a redemption of the Debentures, the Holders of
          the
          Securities will be entitled to receive out of the assets of the Trust available
          for distribution to Holders of the Securities, after satisfaction of liabilities
          to creditors of the Trust (to the extent not satisfied by the Debenture
          Issuer),
          distributions equal to the aggregate of the stated liquidation amount of
          $1,000.00 per Security plus accrued and unpaid Distributions thereon to
          the date
          of payment (such amount being the “Liquidation
          Distribution”),
          unless in connection with such Liquidation, the Debentures in an aggregate
          stated principal amount equal to the aggregate stated liquidation amount
          of such
          Securities, with an interest rate equal to the Distribution Rate of, and
          bearing
          accrued and unpaid interest in an amount equal to the accrued and unpaid
          Distributions on, and having the same record date as, such Securities,
          after
          paying or making reasonable provision to pay all claims and obligations
          of the
          Trust in accordance with the Statutory Trust Act, shall be distributed
          on a Pro
          Rata basis to the Holders of the Securities in exchange for such
          Securities.

         

        The
          Sponsor, as the Holder of all of the Common Securities, has the right at
          any
          time to dissolve the Trust (including, without limitation, upon the occurrence
          of a Special Event), subject to the receipt by the Debenture Issuer of
          prior
          approval from the Board of Governors of the Federal Reserve System, or
          its
          designated district bank, as applicable, and any successor federal agency
          that
          is primarily responsible for regulating the activities of the Sponsor (the
          “Federal
          Reserve”),
          if
          the Sponsor is a bank holding company, or from the Office of Thrift Supervision
          and any successor federal agency that is primarily responsible for regulating
          the activities of Sponsor, (the “OTS”)
          if the
          Sponsor is a savings and loan holding company, in either case if then required
          under applicable capital guidelines or policies of the Federal Reserve
          or OTS,
          as applicable, and, after satisfaction of liabilities to creditors of the
          Trust,
          cause the Debentures to be distributed to the Holders of the Securities
          on a Pro
          Rata basis in accordance with the aggregate stated liquidation amount
          thereof.

         

        If
          a
          Liquidation of the Trust occurs as described in clause (i), (ii), (iii) or
          (v) in Section
          7.1(a)
          of the
          Declaration, the Trust shall be liquidated by the Institutional Trustee
          as
          expeditiously as it determines to be possible by distributing, after
          satisfaction of liabilities to creditors of the Trust, to the Holders of
          the
          Securities, the Debentures on a Pro Rata basis to the extent not satisfied
          by
          the Debenture Issuer, unless such distribution is determined by the
          Institutional Trustee not to be practical, in which event such Holders
          will be
          entitled to receive out of the assets of the Trust available for distribution
          to
          the Holders, after satisfaction of liabilities of creditors of the Trust
          to the
          extent not satisfied by the Debenture Issuer, an amount equal to the Liquidation
          Distribution. An early Liquidation of the Trust pursuant to clause (iv) of
Section
          7.1(a)
          of the
          Declaration shall occur if the Institutional Trustee determines that such
          Liquidation is possible by distributing, after satisfaction of liabilities
          to
          creditors of the Trust, to the Holders of the Securities on a Pro Rata
          basis,
          the Debentures, and such distribution occurs.

         

        
          
            
            

          

          
            I-3

            
              

            

          

          
            
            

          

        

         

        If,
          upon
          any such Liquidation 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 the amounts payable directly by the Trust
          on such
          Capital Securities shall be paid to the Holders of the Trust Securities
          on a Pro
          Rata basis, except that if an Event of Default has occurred and is continuing,
          the Capital Securities shall have a preference over the Common Securities
          with
          regard to such distributions.

         

        After
          the
          date for any distribution of the Debentures upon dissolution of the Trust
          (i) the Securities of the Trust will be deemed to be no longer outstanding,
          (ii) upon surrender of a Holder’s Securities certificate, such Holder of
          the Securities will receive a certificate representing the Debentures to
          be
          delivered upon such distribution, (iii) any certificates representing the
          Securities still outstanding will be deemed to represent undivided beneficial
          interests in such of the Debentures as have an aggregate principal amount
          equal
          to the aggregate stated liquidation amount with an interest rate identical
          to
          the Distribution Rate of, and bearing accrued and unpaid interest equal
          to
          accrued and unpaid distributions on, the Securities until such certificates
          are
          presented to the Debenture Issuer or its agent for transfer or reissuance
          (and
          until such certificates are so surrendered, no payments of interest or
          principal
          shall be made to Holders of Securities in respect of any payments due and
          payable under the Debentures; provided,
          however
          that
          such failure to pay shall not be deemed to be an Event of Default and shall
          not
          entitle the Holder to the benefits of the Guarantee), and (iv) all rights
          of Holders of Securities under the Declaration shall cease, except the
          right of
          such Holders to receive Debentures upon surrender of certificates representing
          such Securities.

         

        4. Redemption
          and Distribution.

         

        (a) The
          Debentures will mature on March 17, 2035. The Debentures may be redeemed
          by the
          Debenture Issuer, in whole or in part, at any Distribution Payment Date
          on or
          after the Distribution Payment Date in March 2010, at the Redemption Price.
          In
          addition, the Debentures may be redeemed by the Debenture Issuer at the
          Special
          Redemption Price, in whole but not in part, at any Distribution Payment
          Date,
          upon the occurrence and continuation of a Special Event within 120 days
          following the occurrence of such Special Event at the Special Redemption
          Price,
          upon not less than 30 nor more than 60 days’ notice to holders of such
          Debentures so long as such Special Event is continuing. In each case, the
          right
          of the Debenture Issuer to redeem the Debentures is subject to the Debenture
          Issuer having received prior approval from the Federal Reserve (if the
          Debenture
          Issuer is a bank holding company) or prior approval from the OTS (if the
          Debenture Issuer is a savings and loan holding company), in each case if
          then
          required under applicable capital guidelines or policies of the applicable
          federal agency.

         

        “3-Month
          LIBOR”
means
          the London interbank offered interest rate for three-month, U.S. dollar
          deposits
          determined by the Debenture Trustee in the following order of
          priority:

         

        (1) the
          rate
          (expressed as a percentage per annum) for U.S. dollar deposits having a
          three-month maturity that appears on Telerate Page 3750 as of
          11:00 a.m. (London time) on the related Determination Date (as defined
          below). “Telerate Page 3750” means the display designated as
“Page 3750” on the Moneyline Telerate Service or such other page as may
          replace Page 3750 on that service or such other service or services as may
          be nominated by the British Bankers’ Association as the information vendor for
          the purpose of displaying London interbank offered rates for U.S. dollar
          deposits;

         

        
          
            
            

          

          
            I-4

            
              

            

          

          
            
            

          

        

         

        (2) if
          such
          rate cannot be identified on the related Determination Date, the Debenture
          Trustee will request the principal London offices of four leading banks
          in the
          London interbank market to provide such banks’ offered quotations (expressed as
          percentages per annum) to prime banks in the London interbank market for
          U.S.
          dollar deposits having a three-month maturity as of 11:00 a.m. (London
          time) on such Determination Date. If at least two quotations are provided,
          3-Month LIBOR will be the arithmetic mean of such quotations;

         

        (3) if
          fewer
          than two such quotations are provided as requested in clause (2) above, the
          Debenture Trustee will request four major New York City banks to provide
          such
          banks’ offered quotations (expressed as percentages per annum) to leading
          European banks for loans in U.S. dollars as of 11:00 a.m. (London time) on
          such Determination Date. If at least two such quotations are provided,
          3-Month
          LIBOR will be the arithmetic mean of such quotations; and

         

        (4) if
          fewer
          than two such quotations are provided as requested in clause (3) above,
          3-Month LIBOR will be a 3-Month LIBOR determined with respect to the
          Distribution Period immediately preceding such current Distribution Period.
          

         

        If
          the
          rate for U.S. dollar deposits having a three-month maturity that initially
          appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the
          related Determination Date is superseded on the Telerate Page 3750 by a
          corrected rate by 12:00 noon (London time) on such Determination Date, then
          the corrected rate as so substituted on the applicable page will be the
          applicable 3-Month LIBOR for such Determination Date.

         

        The
          Distribution Rate for any Distribution Period will at no time be higher
          than the
          maximum rate then permitted by New York law as the same may be modified
          by
          United States law.

         

        “Capital
          Treatment Event”
means
          the receipt by the Debenture Issuer and the Trust of an opinion of counsel
          experienced in such matters to the effect that, as a result of the occurrence
          of
          any amendment to, or change (including any announced prospective change)
          in, the
          laws, rules or regulations of the United States or any political subdivision
          thereof or therein, or as the result of any official or administrative
          pronouncement or action or decision interpreting or applying such laws,
          rules or
          regulations, which amendment or change is effective or which pronouncement,
          action or decision is announced on or after the date of original issuance
          of the
          Debentures, there is more than an insubstantial risk that the Sponsor will
          not,
          within 90 days of the date of such opinion, be entitled to treat an amount
          equal
          to the aggregate liquidation amount of the Capital Securities as “Tier 1
          Capital” (or its then equivalent) for purposes of the capital adequacy
          guidelines of the Federal Reserve, as then in effect and applicable to
          the
          Sponsor (or if the Sponsor is not a bank holding company, such guidelines
          applied to the Sponsor as if the Sponsor were subject to such guidelines);
          provided,
          however,
          that
          the inability of the Sponsor to treat all or any portion of the liquidation
          amount of the Capital Securities as Tier l Capital shall not constitute the
          basis for a Capital Treatment Event, if such inability results from the
          Sponsor
          having cumulative preferred stock, minority interests in consolidated
          subsidiaries, or any other class of security or interest which the Federal
          Reserve or OTS, as applicable, may now or hereafter accord Tier 1 Capital
          treatment in excess of the amount which may now or hereafter qualify for
          treatment as Tier 1 Capital under applicable capital adequacy guidelines;
provided further,
          however,
          that
          the distribution of Debentures in connection with the Liquidation of the
          Trust
          shall not in and of itself constitute a Capital Treatment Event unless
          such
          Liquidation shall have occurred in connection with a Tax Event or an Investment
          Company Event. For purposes of this definition, the rule designated “Risk-Based
          Capital Standards: Trust Preferred Securities and the Definition of Capital”
issued by the Federal Reserve on March 1, 2005 shall be deemed to have been
          issued and effective prior to the date of this Indenture and shall not
          be deemed
          to constitute a Capital Treatment Event.

         

        
          
            
            

          

          
            I-5

            
              

            

          

          
            
            

          

        

         

        “Determination
          Date”
means
          the date that is two London Banking Days (i.e., a business day in which
          dealings
          in deposits in U.S. dollars are transacted in the London interbank market)
          preceding the particular Distribution Period for which a Coupon Rate is
          being
          determined.

         

        “Investment
          Company Event”
means
          the receipt by the Debenture Issuer and the Trust of an opinion of counsel
          experienced in such matters to the effect that, as a result of the occurrence
          of
          a change in law or regulation or written change (including any announced
          prospective change) in interpretation or application of law or regulation
          by any
          legislative body, court, governmental agency or regulatory authority, there
          is
          more than an insubstantial risk that the Trust is or, within 90 days of
          the date
          of such opinion, will be considered an Investment Company that is required
          to be
          registered under the Investment Company Act which change or prospective
          change
          becomes effective or would become effective, as the case may be, on or
          after the
          date of the issuance of the Debentures.

         

        “Maturity
          Date”
means
          March 17, 2035.

         

        “Redemption
          Date”
shall
          mean the date fixed for the redemption of Capital Securities, which shall
          be any
          Distribution Payment Date on or after the Distribution Payment Date in
          March
          2010.

         

        “Redemption
          Price”
means
          100% of the principal amount of the Debentures being redeemed, plus accrued
          and
          unpaid Interest on such Debentures to the Redemption Date.

         

        “Special
          Event”
means
          a
          Tax Event, an Investment Company Event or a Capital Treatment
          Event.

         

        “Special
          Redemption Date”
means
          a
          date on which a Special Event redemption occurs, which shall be a Distribution
          Payment Date.

         

        “Special
          Redemption Price”
means
          the price set forth in the following table for any Special Redemption Date
          that
          occurs on the date indicated below (or if such day is not a Business Day,
          then
          the next succeeding Business Day), expressed as the percentage of the principal
          amount of the Debentures being redeemed:

         

        
          	
                  Month
                    in which Special Redemption Date Occurs

                	 	
                  Special
                    Redemption Price

                
	
                  June
                    2005

                	 	
                  104.625%

                
	
                  September
                    2005

                	 	
                  104.300%

                
	
                  December
                    2005

                	 	
                  104.000%

                
	
                  March
                    2006

                	 	
                  103.650%

                
	
                  June
                    2006

                	 	
                  103.350%

                
	
                  September
                    2006

                	 	
                  103.000%

                
	
                  December
                    2006

                	 	
                  102.700%

                
	
                  March
                    2007

                	 	
                  102.350%

                
	
                  June
                    2007

                	 	
                  102.050%

                
	
                  September
                    2007

                	 	
                  101.700%

                
	
                  December
                    2007

                	 	
                  101.400%

                
	
                  March
                    2008

                	 	
                  101.050%

                
	
                  June
                    2008

                	 	
                  100.750%

                
	
                  September
                    2008

                	 	
                  100.450%

                
	
                  December
                    2008

                	 	
                  100.200%

                
	
                  March
                    2009 and thereafter

                	 	
                  100.000%

                


        

         

         

        
          
            
            

          

          
            I-6

            
              

            

          

          
            
            

          

        

         

        plus,
          in
          each case, accrued and unpaid Interest on such Debentures to the Special
          Redemption Date.

         

        “Tax
          Event”
means
          the receipt by the Debenture Issuer and the Trust of an opinion of counsel
          experienced in such matters to the effect that, as a result of any amendment
          to
          or change (including any announced prospective change) in the laws or any
          regulations thereunder of the United States or any political subdivision
          or
          taxing authority thereof or therein, or as a result of any official
          administrative pronouncement (including any private letter ruling, technical
          advice memorandum, field service advice, regulatory procedure, notice or
          announcement including any notice or announcement of intent to adopt such
          procedures or regulations) (an “Administrative
          Action”)
          or
          judicial decision interpreting or applying such laws or regulations, regardless
          of whether such Administrative Action or judicial decision is issued to
          or in
          connection with a proceeding involving the Debenture Issuer or the Trust
          and
          whether or not subject to review or appeal, which amendment, clarification,
          change, Administrative Action or decision is enacted, promulgated or announced,
          in each case on or after the date of original issuance of the Debentures,
          there
          is more than an insubstantial risk that: (i) the Trust is, or will be
          within 90 days of the date of such opinion, subject to United States federal
          income tax with respect to income received or accrued on the Debentures;
          (ii) interest payable by the Debenture Issuer on the Debentures is not, or
          within 90 days of the date of such opinion, will not be, deductible by
          the
          Debenture Issuer, in whole or in part, for United States federal income
          tax
          purposes; or (iii) the Trust is, or will be within 90 days of the date of
          such opinion, subject to more than a de minimis amount of other taxes,
          duties or
          other governmental charges.

         

        (b) Upon
          the
          repayment in full at maturity or redemption in whole or in part of the
          Debentures (other than following the distribution of the Debentures to
          the
          Holders of the Securities), the proceeds from such repayment or payment
          shall
          concurrently be applied to redeem Pro Rata at the applicable Redemption
          Price or
          Special Redemption Price, as applicable, Securities having an aggregate
          liquidation amount equal to the aggregate principal amount of the Debentures
          so
          repaid or redeemed; provided,
          however,
          that
          holders of such Securities shall be given not less than 30 nor more than
          60
          days’ notice of such redemption (other than at the scheduled maturity of the
          Debentures).

         

        
          
            
            

          

          
            I-7

            
              

            

          

          
            
            

          

        

         

        (c) If
          fewer
          than all the outstanding Securities are to be so redeemed, the Common Securities
          and the Capital Securities will be redeemed Pro Rata and the Capital Securities
          to be redeemed will be redeemed
          Pro Rata from each Holder of Capital Securities.

         

        (d) The
          Trust
          may not redeem fewer than all the outstanding Capital Securities unless
          all
          accrued and unpaid Distributions have been paid on all Capital Securities
          for
          all quarterly Distribution periods terminating on or before the date of
          redemption.

         

        (e) Redemption
          or Distribution Procedures.

         

        (i) Notice
          of
          any redemption of, or notice of distribution of the Debentures in exchange
          for,
          the Securities (a “Redemption/Distribution
          Notice”)
          will
          be given by the Trust by mail to each Holder of Securities to be redeemed
          or
          exchanged not fewer than 30 nor more than 60 days before the date fixed
          for
          redemption or exchange thereof which, in the case of a redemption, will
          be the
          date fixed for redemption of the Debentures. For purposes of the calculation
          of
          the date of redemption or exchange and the dates on which notices are given
          pursuant to this paragraph 4(e)(i),
          a
          Redemption/Distribution Notice shall be deemed to be given on the day such
          notice is first mailed by first-class mail, postage prepaid, to Holders
          of such
          Securities. Each Redemption/Distribution Notice shall be addressed to the
          Holders of such Securities at the address of each such Holder appearing
          on the
          books and records of the Trust. No defect in the Redemption/Distribution
          Notice
          or in the mailing thereof with respect to any Holder shall affect the validity
          of the redemption or exchange proceedings with respect to any other
          Holder.

         

        (ii) If
          the
          Securities are to be redeemed and the Trust gives a Redemption/ Distribution
          Notice, which notice may only be issued if the Debentures are redeemed
          as set
          out in this paragraph 4 (which notice will be irrevocable), then,
provided
          that the
          Institutional Trustee has a sufficient amount of cash in connection with
          the
          related redemption or maturity of the Debentures, the Institutional Trustee
          will
          pay the relevant Redemption Price or Special Redemption Price, as applicable,
          to
          the Holders of such Securities by check mailed to the address of each such
          Holder appearing on the books and records of the Trust on the Redemption
          Date.
          If a Redemption/Distribution Notice shall have been given and funds deposited
          as
          required then immediately prior to the close of business on the date of
          such
          deposit Distributions will cease to accrue on the Securities so called
          for
          redemption and all rights of Holders of such Securities so called for redemption
          will cease, except the right of the Holders of such Securities to receive
          the
          applicable Redemption Price or Special Redemption Price specified in
          paragraph 4(a), but without interest on such Redemption Price or Special
          Redemption Price. If payment of the Redemption Price or Special Redemption
          Price
          in respect of any Securities is improperly withheld or refused and not
          paid
          either by the Trust or by the Debenture Issuer as guarantor pursuant to
          the
          Guarantee, Distributions on such Securities will continue to accrue at
          the
          Distribution Rate from the original Redemption Date to the actual date
          of
          payment, in which case the actual payment date will be considered the date
          fixed
          for redemption for purposes of calculating the Redemption Price or Special
          Redemption Price. In the event of any redemption of the Capital Securities
          issued by the Trust in part, the Trust shall not be required to (i) issue,
          register the transfer of or exchange any Security during a period beginning
          at
          the opening of business fifteen days before any selection for redemption
          of the
          Capital Securities and ending at the close of business on the earliest
          date on
          which the relevant notice of redemption is deemed to have been given to
          all
          Holders of the Capital Securities to be so redeemed or (ii) register the
          transfer of or exchange any Capital Securities so selected for redemption,
          in
          whole or in part, except for the unredeemed portion of any Capital Securities
          being redeemed in part.

         

        
          
            
            

          

          
            I-8

            
              

            

          

          
            
            

          

        

         

        (iii) Redemption/Distribution
          Notices shall be sent by the Administrators on behalf of the Trust to
          (A) in respect of the Capital Securities, the Holders thereof and
          (B) in respect of the Common Securities, the Holder thereof.

         

        (iv) Subject
          to the foregoing and applicable law (including, without limitation, United
          States federal securities laws), and provided that the acquiror is not
          the
          Holder of the Common Securities or the obligor under the Indenture, the
          Sponsor
          or any of its subsidiaries may at any time and from time to time purchase
          outstanding Capital Securities by tender, in the open market or by private
          agreement.

         

        5. Voting
          Rights - Capital Securities.

         

        (a) Except
          as
          provided under paragraphs 5(b) and 7 and as otherwise required by law and
          the Declaration, the Holders of the Capital Securities will have no voting
          rights. The Administrators are required to call a meeting of the Holders
          of the
          Capital Securities if directed to do so by Holders of at least 10% in
          liquidation amount of the Capital Securities.

         

        (b) Subject
          to the requirements of obtaining a tax opinion by the Institutional Trustee
          in
          certain circumstances set forth in the last sentence of this paragraph,
          the
          Holders of a Majority in liquidation amount of the Capital Securities,
          voting
          separately as a class, have the right to direct the time, method, and place
          of
          conducting any proceeding for any remedy available to the Institutional
          Trustee,
          or exercising any trust or power conferred upon the Institutional Trustee
          under
          the Declaration, including the right to direct the Institutional Trustee,
          as
          holder of the Debentures, to (i) exercise the remedies available under the
          Indenture as the holder of the Debentures, (ii) waive any past default that
          is waivable under 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 on behalf of all the Holders of the Capital
          Securities to any amendment, modification or termination of the Indenture
          or the
          Debentures where such consent shall be required; provided,
          however,
          that,
          where a consent or action under the Indenture would require the consent
          or act
          of the holders of greater than a simple majority in aggregate principal
          amount
          of Debentures (a “Super
          Majority”)
          affected thereby, the Institutional Trustee may only give such consent
          or take
          such action at the written direction of the Holders of at least the proportion
          in liquidation amount of the Capital Securities outstanding which the relevant
          Super Majority represents of the aggregate principal amount of the Debentures
          outstanding. If the Institutional Trustee fails to enforce its rights under
          the
          Debentures after the Holders of a Majority in liquidation amount of such
          Capital
          Securities have so directed the Institutional Trustee, to the fullest extent
          permitted by law, a Holder of the Capital Securities may institute a legal
          proceeding directly against the Debenture Issuer to enforce the Institutional
          Trustee’s rights under the Debentures without first instituting any legal
          proceeding against the Institutional Trustee or any other person or entity.
          Notwithstanding the foregoing, if an Event of Default has occurred and
          is
          continuing and such event is attributable to the failure of the Debenture
          Issuer
          to pay interest or principal on the Debentures on the date the interest
          or
          principal is payable (or in the case of redemption, the Redemption Date
          or the
          Special Redemption Date, as applicable), then a Holder of record of the
          Capital
          Securities may directly institute a proceeding for enforcement of payment,
          on or
          after the respective due dates specified in the Debentures, to such Holder
          directly of the principal of or interest on the Debentures having an aggregate
          principal amount equal to the aggregate liquidation amount of the Capital
          Securities of such Holder. The Institutional Trustee shall notify all Holders
          of
          the Capital Securities of any default actually known to the Institutional
          Trustee with respect to the Debentures unless (x) such default has been
          cured prior to the giving of such notice or (y) the Institutional Trustee
          determines in good faith that the withholding of such notice is in the
          interest
          of the Holders of such Capital Securities, except where the default relates
          to
          the payment of principal of or interest on any of the Debentures. Such
          notice
          shall state that such Indenture Event of Default also constitutes an Event
          of
          Default hereunder. Except with respect to directing the time, method and
          place
          of conducting a proceeding for a remedy, the Institutional Trustee shall
          not
          take any of the actions described in clauses (i), (ii) or (iii) above
          unless the Institutional Trustee has obtained an opinion of tax counsel
          to the
          effect that, as a result of such action, the Trust will not be classified
          as
          other than a grantor trust for United States federal income tax
          purposes.

         

        
          
            
            

          

          
            I-9

            
              

            

          

          
            
            

          

        

         

        In
          the
          event the consent of the Institutional Trustee, as the holder of the Debentures,
          is required under the Indenture with respect to any amendment, modification
          or
          termination of the Indenture, the Institutional Trustee shall request the
          direction of the Holders of the Securities with respect to such amendment,
          modification or termination and shall vote with respect to such amendment,
          modification or termination as directed by a Majority in liquidation amount
          of
          the Securities voting together as a single class; provided,
          however,
          that
          where a consent under the Indenture would require the consent of a
          Super-Majority, the Institutional Trustee may only give such consent at
          the
          direction of the Holders of at least the proportion in liquidation amount
          of the
          Securities outstanding which the relevant Super-Majority represents of
          the
          aggregate principal amount of the Debentures outstanding. The Institutional
          Trustee shall not take any such action in accordance with the directions
          of the
          Holders of the Securities unless the Institutional Trustee has obtained
          an
          opinion of tax counsel to the effect that, as a result of such action,
          the Trust
          will not be classified as other than a grantor trust for United States
          federal
          income tax purposes.

         

        A
          waiver
          of an Indenture Event of Default will constitute a waiver of the corresponding
          Event of Default hereunder. Any required approval or direction of Holders
          of the
          Capital Securities may be given at a separate meeting of Holders of the
          Capital
          Securities convened for such purpose, at a meeting of all of the Holders
          of the
          Securities in the Trust or pursuant to written consent. The Institutional
          Trustee will cause a notice of any meeting at which Holders of the Capital
          Securities are entitled to vote, or of any matter upon which action by
          written
          consent of such Holders is to be taken, to be mailed to each Holder of
          record of
          the Capital Securities. Each such notice will include a statement setting
          forth
          the following information (i) the date of such meeting or the date by which
          such action is to be taken, (ii) a description of any resolution proposed
          for adoption at such meeting on which such Holders are entitled to vote
          or of
          such matter upon which written consent is sought and (iii) instructions for
          the delivery of proxies or consents. No vote or consent of the Holders
          of the
          Capital Securities will be required for the Trust to redeem and cancel
          Capital
          Securities or to distribute the Debentures in accordance with the Declaration
          and the terms of the Securities.

         

        Notwithstanding
          that Holders of the Capital Securities are entitled to vote or consent
          under any
          of the circumstances described above, any of the Capital Securities that
          are
          owned by the Sponsor or any Affiliate of the Sponsor shall not entitle
          the
          Holder thereof to vote or consent and shall, for purposes of such vote
          or
          consent, be treated as if such Capital Securities were not
          outstanding.

         

        In
          no
          event will Holders of the Capital Securities have the right to vote to
          appoint,
          remove or replace the Administrators, which voting rights are vested exclusively
          in the Sponsor as the Holder of all of the Common Securities of the Trust.
          Under
          certain circumstances as more fully described in the Declaration, Holders
          of
          Capital Securities have the right to vote to appoint, remove or replace
          the
          Institutional Trustee and the Delaware Trustee.

         

        6. Voting
          Rights - Common Securities.

         

        (a) Except
          as
          provided under paragraphs 6(b), 6(c) and 7 and as otherwise required by law
          and the Declaration, the Common Securities will have no voting
          rights.

         

        (b) The
          Holders of the Common Securities are entitled, in accordance with
          Article IV of the Declaration, to vote to appoint, remove or replace any
          Administrators.

         

        (c) Subject
          to Section
          6.7
          of the
          Declaration and only after each Event of Default (if any) with respect
          to the
          Capital Securities has been cured, waived, or otherwise eliminated and
          subject
          to the requirements of the second to last sentence of this paragraph, the
          Holders of a Majority in liquidation amount of the Common Securities, voting
          separately as a class, may direct the time, method, and place of conducting
          any
          proceeding for any remedy available to the Institutional Trustee, or exercising
          any trust or power conferred upon the Institutional Trustee under the
          Declaration, including (i) directing the time, method, place of conducting
          any proceeding for any remedy available to the Debenture Trustee, or exercising
          any trust or power conferred on the Debenture Trustee with respect to the
          Debentures, (ii) waiving any past default and its consequences that is
          waivable under the Indenture, or (iii) exercising any right to rescind or
          annul a declaration that the principal of all the Debentures shall be due
          and
          payable; provided,
          however,
          that,
          where a consent or action under the Indenture would require a Super Majority,
          the Institutional Trustee may only give such consent or take such action
          at the
          written direction of the Holders of at least the proportion in liquidation
          amount of the Common Securities which the relevant Super Majority represents
          of
          the aggregate principal amount of the Debentures outstanding. Notwithstanding
          this paragraph 6(c), the Institutional Trustee shall not revoke any action
          previously authorized or approved by a vote or consent of the Holders of
          the
          Capital Securities. Other than with respect to directing the time, method
          and
          place of conducting any proceeding for any remedy available to the Institutional
          Trustee or the Debenture Trustee as set forth above, the Institutional
          Trustee
          shall not take any action described in (i), (ii) or (iii) above, unless the
          Institutional Trustee has obtained an opinion of tax counsel to the effect
          that
          for the purposes of United States federal income tax the Trust will not
          be
          classified as other than a grantor trust on account of such action. If
          the
          Institutional Trustee fails to enforce its rights, to the fullest extent
          permitted by law, under the Declaration, any Holder of the Common Securities
          may
          institute a legal proceeding directly against any Person to enforce the
          Institutional Trustee’s rights under the Declaration, without first instituting
          a legal proceeding against the Institutional Trustee or any other
          Person.

         

        
          
            
            

          

          
            I-10

            
              

            

          

          
            
            

          

        

         

        Any
          approval or direction of Holders of the Common Securities may be given
          at a
          separate meeting of Holders of the Common Securities convened for such
          purpose,
          at a meeting of all of the Holders of the Securities in the Trust or pursuant
          to
          written consent. The Administrators will cause a notice of any meeting
          at which
          Holders of the Common Securities are entitled to vote, or of any matter
          upon
          which action by written consent of such Holders is to be taken, to be mailed
          to
          each Holder of the Common Securities. Each such notice will include a statement
          setting forth (i) the date of such meeting or the date by which such action
          is to be taken, (ii) a description of any resolution proposed for adoption
          at such meeting on which such Holders are entitled to vote or of such matter
          upon which written consent is sought and (iii) instructions for the
          delivery of proxies or consents.

         

        No
          vote
          or consent of the Holders of the Common Securities will be required for
          the
          Trust to redeem and cancel Common Securities or to distribute the Debentures
          in
          accordance with the Declaration and the terms of the Securities.

         

        7. Amendments
          to Declaration and Indenture.

         

        (a) In
          addition to any requirements under Section 11.1 of the Declaration, if any
          proposed amendment to the Declaration provides for, or the Trustees, Sponsor
          or
          Administrators otherwise propose to effect, (i) any action that would
          adversely affect the powers, preferences or special rights of the Securities,
          whether by way of amendment to the Declaration or otherwise, or (ii) the
          Liquidation of the Trust, other than as described in Section 7.1 of the
          Declaration, then the Holders of outstanding Securities, voting together
          as a
          single class, will 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 Securities,
          affected
          thereby; provided,
          however,
          if any
          amendment or proposal referred to in clause (i) above would adversely
          affect only the Capital Securities or only the Common Securities, then
          only the
          affected class will be entitled to vote on such amendment or proposal and
          such
          amendment or proposal shall not be effective except with the approval of
          a
          Majority in liquidation amount of such class of Securities.

         

        
          
            
            

          

          
            I-11

            
              

            

          

          
            
            

          

        

         

        (b) In
          the
          event the consent of the Institutional Trustee as the holder of the Debentures
          is required under the Indenture with respect to any amendment, modification
          or
          termination of the Indenture or the Debentures, the Institutional Trustee
          shall
          request the written direction of the Holders of the Securities with respect
          to
          such amendment, modification or termination and shall vote with respect
          to such
          amendment, modification, or termination as directed by a Majority in liquidation
          amount of the Securities voting together as a single class; provided,
          however,
          that
          where a consent under the Indenture would require a Super Majority, the
          Institutional Trustee may only give such consent at the direction of the
          Holders
          of at least the proportion in liquidation amount of the Securities which
          the
          relevant Super Majority represents of the aggregate principal amount of
          the
          Debentures outstanding.

         

        (c) Notwithstanding
          the foregoing, no amendment or modification may be made to the Declaration
          if
          such amendment or modification would (i) cause the Trust to be classified
          for purposes of United States federal income taxation as other than a grantor
          trust, (ii) reduce or otherwise adversely affect the powers of the
          Institutional Trustee or (iii) cause the Trust to be deemed an Investment
          Company which is required to be registered under the Investment Company
          Act.

         

        (d) Notwithstanding
          any provision of the Declaration, the right of any Holder of the Capital
          Securities to receive payment of distributions and other payments upon
          redemption or otherwise, on or after their respective due dates, or to
          institute
          a suit for the enforcement of any such payment on or after such respective
          dates, shall not be impaired or affected without the consent of such Holder.
          For
          the protection and enforcement of the foregoing provision, each and every
          Holder
          of the Capital Securities shall be entitled to such relief as can be given
          either at law or equity.

         

        8. Pro
          Rata.
          A
          reference in these terms of the Securities to any payment, distribution
          or
          treatment as being “Pro
          Rata”
shall
          mean pro rata to each Holder of the Securities according to the aggregate
          liquidation amount of the Securities held by the relevant Holder in relation
          to
          the aggregate liquidation amount of all Securities then outstanding unless,
          in
          relation to a payment, an Event of Default has occurred and is continuing,
          in
          which case any funds available to make such payment shall be paid first
          to each
          Holder of the Capital Securities Pro Rata according to the aggregate liquidation
          amount of the Capital Securities held by the relevant Holder relative to
          the
          aggregate liquidation amount of all Capital Securities outstanding, and
          only
          after satisfaction of all amounts owed to the Holders of the Capital Securities,
          to each Holder of the Common Securities Pro Rata according to the aggregate
          liquidation amount of the Common Securities held by the relevant Holder
          relative
          to the aggregate liquidation amount of all Common Securities
          outstanding.

         

        9. Ranking.
          The
          Capital Securities rank pari
          passu
          with and
          payment thereon shall be made Pro Rata with the Common Securities except
          that,
          where an Event of Default has occurred and is continuing, the rights of
          Holders
          of the Common Securities to receive payment of Distributions and payments
          upon
          liquidation, redemption and otherwise are subordinated to the rights of
          the
          Holders of the Capital Securities with the result that no payment of any
          Distribution on, or Redemption Price (or Special Redemption Price) of,
          any
          Common Security, and no other payment on account of redemption, liquidation
          or
          other acquisition of Common Securities, shall be made unless payment in
          full in
          cash of all accumulated and unpaid Distributions on all outstanding Capital
          Securities for all distribution periods terminating on or prior thereto,
          or in
          the case of payment of the Redemption Price (or Special Redemption Price)
          the
          full amount of such Redemption Price (or Special Redemption Price) on all
          outstanding Capital Securities then called for redemption, shall have been
          made
          or provided for, and all funds immediately available to the Institutional
          Trustee shall first be applied to the payment in full in cash of all
          Distributions on, or the Redemption Price (or Special Redemption Price)
          of, the
          Capital Securities then due and payable.

         

        
          
            
            

          

          
            I-12

            
              

            

          

          
            
            

          

        

         

        10. Acceptance
          of Guarantee and Indenture.
          Each
          Holder of the Capital Securities and the Common Securities, by the acceptance
          of
          such Securities, agrees to the provisions of the Guarantee, including the
          subordination provisions therein and to the provisions of the
          Indenture.

         

        11. No
          Preemptive Rights.
          The
          Holders of the Securities shall have no preemptive or similar rights to
          subscribe for any additional securities.

         

        12. Miscellaneous.
          These
          terms constitute a part of the Declaration. The Sponsor will provide a
          copy of
          the Declaration, the Guarantee, and the Indenture to a Holder without charge
          on
          written request to the Sponsor at its principal place of business.

         

        
          
            
            

          

          
            I-13

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A-1

        


        FORM
          OF CAPITAL SECURITY CERTIFICATE

        


        [FORM
          OF
          FACE OF SECURITY]

         

        THIS
          SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
          (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
          SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
          HEREIN
          MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
          DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
          IS
          EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
          ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY
          BY ITS
          ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY
          ONLY
          (A) TO THE SPONSOR OR THE TRUST, (B) PURSUANT TO A REGISTRATION
          STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO
          A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
          BUYER
          IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS
          SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH
          RULE 144A, (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN
          ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF
          REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A) OF
          RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS CAPITAL SECURITY
          FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
          INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER
          OR SALE
          IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
          OR
          (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
          REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE SPONSOR’S AND THE TRUST’S
          RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY
          OF AN
          OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY
          TO EACH
          OF THEM IN ACCORDANCE WITH THE DECLARATION OF TRUST, A COPY OF WHICH MAY
          BE
          OBTAINED FROM THE SPONSOR OR THE TRUST. HEDGING TRANSACTIONS INVOLVING
          THIS
          SECURITY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
          ACT.

         

        THE
          HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS
          AND
          WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT
          OR
          OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
          REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY
          WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT
          IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR
          HOLD THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER
          IS
          ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR
          PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14
          OR
          ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY
          IS NOT
          PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT
          TO
          SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THE SECURITIES OR
          ANY
          INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND
          HOLDING
          THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING
          OF
          SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS
          APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT
          PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
          BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL
          NOT
          RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION
          4975 OF
          THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE
          EXEMPTION.

         

        
          
            
            

          

          
            A-1-1

            
              

            

          

          
            
            

          

        

         

        THIS
          SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A
          LIQUIDATION AMOUNT OF NOT LESS THAN $100,000.00 (100 SECURITIES) AND MULTIPLES
          OF $1,000.00 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF SECURITIES IN
          A BLOCK
          HAVING A LIQUIDATION AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED TO
          BE VOID
          AND OF NO LEGAL EFFECT WHATSOEVER.

         

        THE
          HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
          RESTRICTIONS.

         

        IN
          CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
          AND
          TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED
          BY THE
          DECLARATION TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
          RESTRICTIONS.

         

        
          	Certificate Number P-1	15,000
                  Capital Securities
	[CUSIP
                  NO. [_______] **To be inserted at the request of the Holder]	 


        

         

        March
          17,
          2005

         

        Certificate
          Evidencing Floating Rate Capital Securities

         

        of

         

        Wilshire
          Statutory Trust II

         

        (liquidation
          amount $1,000.00 per Capital Security)

         

        Wilshire
          Statutory Trust II, a statutory trust created under the laws of the State
          of
          Delaware (the “Trust”), hereby certifies that Hare & Co. (the “Holder”), as
          the nominee of The Bank of New York, indenture trustee under the Indenture
          dated
          as of March 17, 2005 among Preferred Term Securities XVII, Ltd., Preferred
          Term Securities XVII, Inc. and The Bank of New York, is the registered
          owner of capital securities of the Trust representing undivided beneficial
          interests in the assets of the Trust, (liquidation amount $1,000.00 per
          capital
          security) (the “Capital Securities”). Subject to the Declaration (as defined
          below), the Capital 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. The Capital
          Securities represented hereby are issued pursuant to, and the designation,
          rights, privileges, restrictions, preferences and other terms and provisions
          of
          the Capital Securities shall in all respects be subject to, the provisions
          of
          the Amended and Restated Declaration of Trust of the Trust dated as of
          March 17,
          2005, among Soo Bong Min, Brian E. Cho and Elaine Jeon, as Administrators,
          Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company,
          as
          Institutional Trustee, Wilshire Bancorp, Inc., as Sponsor, and the holders
          from
          time to time of undivided beneficial interests in the assets of the Trust,
          including the designation of the terms of the Capital Securities as set
          forth in
          Annex I to such amended and restated declaration as the same may be amended
          from time to time (the “Declaration”). Capitalized terms used herein but not
          defined shall have the meaning given them in the Declaration. The Holder
          is
          entitled to the benefits of the Guarantee to the extent provided therein.
          The
          Sponsor will provide a copy of the Declaration, the Guarantee, and the
          Indenture
          to the Holder without charge upon written request to the Sponsor at its
          principal place of business.

         

        
          
            
            

          

          
            A-1-2

            
              

            

          

          
            
            

          

        

         

        Upon
          receipt of this Security, the Holder is bound by the Declaration and is
          entitled
          to the benefits thereunder.

         

        By
          acceptance of this Security, the Holder agrees to treat, for United States
          federal income tax purposes, the Debentures as indebtedness and the Capital
          Securities as evidence of beneficial ownership in the Debentures.

         

        This
          Capital Security is governed by, and construed in accordance with, the
          laws of
          the State of Delaware, without regard to principles of conflict of
          laws.

         

        Signatures
          appear on following page

         

        
          
            
            

          

          
            A-1-3

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trust has duly executed this certificate.

        
           

          
            	 	 	 
	 	WILSHIRE STATUTORY TRUST II
	 
 	 
 	 
 
	
                  	By:  	
                  
	 	
                    
Name:
	 	Title: Administrator


          

           

        

        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Capital Securities referred to in the within-mentioned
          Declaration.

        
           

          
            	 	 	 
	 	
                    WILMINGTON
                      TRUST COMPANY,

                    as
                      the Institutional Trustee

                  
	 
 	 
 	 
 
	
                  	By:  	
                  
	 	
                    
Authorized
                    Officer


          

           

           

          
            
              
              

            

            
              A-1-4

              
                

              

            

            
              
              

            

          

        


        [FORM
          OF
          REVERSE OF CAPITAL SECURITY]

         

        Distributions
          payable on each Capital Security will be payable at an annual rate equal
          to
          4.76% beginning on (and including) the date of original issuance and ending
          on
          (but excluding) the Distribution Payment Date in June 2005 and at an annual
          rate
          for each successive period beginning on (and including) the Distribution
          Payment
          Date in June 2005, and each succeeding Distribution Payment Date, and ending
          on
          (but excluding) the next succeeding Distribution Payment Date (each a
“Distribution Period”), equal to 3-Month LIBOR, determined as described below,
          plus 1.79% (the “Coupon Rate”), applied to the stated liquidation amount of
          $1,000.00 per Capital Security, such rate being the rate of interest payable
          on
          the Debentures to be held by the Institutional Trustee. Distributions in
          arrears
          will bear interest thereon compounded quarterly at the Distribution Rate
          (to the
          extent permitted by applicable law). The term “Distributions” as used herein
          includes cash distributions and any such compounded distributions unless
          otherwise noted. A Distribution is payable only to the extent that payments
          are
          made in respect of the Debentures held by the Institutional Trustee and
          to the
          extent the Institutional Trustee has funds available therefor. As used
          herein,
“Determination Date” means the date that is two London Banking Days (i.e., a
          business day in which dealings in deposits in U.S. dollars are transacted
          in the
          London interbank market) preceding the commencement of the relevant Distribution
          Period. The amount of the Distribution payable for any Distribution Period
          will
          be calculated by applying the Distribution Rate to the stated liquidation
          amount
          outstanding at the commencement of the Distribution Period and multiplying
          each
          such amount by the actual number of days in the Distribution Period concerned
          divided by 360.

         

        “3-Month
          LIBOR” as used herein, means the London interbank offered interest rate for
          three-month U.S. dollar deposits determined by the Debenture Trustee in
          the
          following order of priority: (i) the rate (expressed as a percentage per
          annum)
          for U.S. dollar deposits having a three-month maturity that appears on
          Telerate
          Page 3750 as of 11:00 a.m. (London time) on the related Determination Date
          (“Telerate Page 3750” means the display designated as “Page 3750” on the
          Moneyline Telerate Service or such other page as may replace Page 3750
          on that
          service or such other service or services as may be nominated by the British
          Bankers’ Association as the information vendor for the purpose of displaying
          London interbank offered rates for U.S. dollar deposits); (ii) if such
          rate
          cannot be identified on the related Determination Date, the Debenture Trustee
          will request the principal London offices of four leading banks in the
          London
          interbank market to provide such banks’ offered quotations (expressed as
          percentages per annum) to prime banks in the London interbank market for
          U.S.
          dollar deposits having a three-month maturity as of 11:00 a.m. (London
          time) on
          such Determination Date. If at least two quotations are provided, 3-Month
          LIBOR
          will be the arithmetic mean of such quotations; (iii) if fewer than two
          such quotations are provided as requested in clause (ii) above, the Debenture
          Trustee will request four major New York City banks to provide such banks’
offered quotations (expressed as percentages per annum) to leading European
          banks for loans in U.S. dollars as of 11:00 a.m. (London time) on such
          Determination Date. If at least two such quotations are provided, 3-Month
          LIBOR
          will be the arithmetic mean of such quotations; and (iv) if fewer than two
          such quotations are provided as requested in clause (iii) above, 3-Month
          LIBOR
          will be a 3-Month LIBOR determined with respect to the Distribution Period
          immediately preceding such current Distribution Period. If the rate for
          U.S.
          dollar deposits having a three-month maturity that initially appears on
          Telerate
          Page 3750 as of 11:00 a.m. (London time) on the related Determination Date
          is
          superseded on the Telerate Page 3750 by a corrected rate by 12:00 noon
          (London
          time) on such Determination Date, then the corrected rate as so substituted
          on
          the applicable page will be the applicable 3-Month LIBOR for such Determination
          Date.

         

        The
          Distribution Rate for any Distribution Period will at no time be higher
          than the
          maximum rate then permitted by New York law as the same may be modified
          by
          United States law.

         

        All
          percentages resulting from any calculations on the Capital Securities will
          be
          rounded, if necessary, to the nearest one hundred-thousandth of a percentage
          point, with five one-millionths of a percentage point rounded upward (e.g.,
          9.876545% (or .09876545) being rounded to 9.87655% (or .0987655), and all
          dollar
          amounts used in or resulting from such calculation will be rounded to the
          nearest cent (with one-half cent being rounded upward)).

         

        
          
            
            

          

          
            A-1-5

            
              

            

          

          
            
            

          

        

         

        Except
          as
          otherwise described below, Distributions on the Capital Securities will
          be
          cumulative, will accrue from the date of original issuance and will be
          payable
          quarterly in arrears on March 17, June 17, September 17 and
          December 17 of each year or if any such day is not a Business Day, then the
          next succeeding Business Day (each such day, a “Distribution Payment Date”),
          commencing on the Distribution Payment Date in June 2005. The Debenture
          Issuer
          has the right under the Indenture to defer payments of interest on the
          Debentures, so long as no Extension Event of Default has occurred and is
          continuing, by extending the interest payment period on the Debentures
          for up to
          20 consecutive quarterly periods (each an “Extension Period”) at any time and
          from time to time on the Debentures, subject to the conditions described
          below,
          during which Extension Period no interest shall be due and payable. During
          any
          Extension Period, interest will continue to accrue on the Debentures, and
          interest on such accrued interest will accrue at an annual rate equal to
          the
          Distribution Rate in effect for each such Extension Period, compounded
          quarterly
          from the date such interest would have been payable were it not for the
          Extension Period, to the extent permitted by law (such interest referred
          to
          herein as “Additional Interest”). No Extension Period may end on a date other
          than a Distribution Payment Date. At the end of any such Extension Period,
          the
          Debenture Issuer shall pay all interest then accrued and unpaid on the
          Debentures (together with Additional Interest thereon); provided,
          however,
          that no
          Extension Period may extend beyond the Maturity Date. Prior to the termination
          of any Extension Period, the Debenture Issuer may further extend such period,
          provided that such period together with all such previous and further
          consecutive extensions thereof shall not exceed 20 consecutive quarterly
          periods, or extend beyond the Maturity Date. Upon the termination of any
          Extension Period and upon the payment of all accrued and unpaid interest
          and
          Additional Interest, the Debenture Issuer may commence a new Extension
          Period,
          subject to the foregoing requirements. No interest or Additional Interest
          shall
          be due and payable during an Extension Period, except at the end thereof,
          but
          each installment of interest that would otherwise have been due and payable
          during such Extension Period shall bear Additional Interest. During any
          Extension Period, Distributions on the Capital Securities shall be deferred
          for
          a period equal to the Extension Period. If Distributions are deferred,
          the
          Distributions due shall be paid on the date that the related Extension
          Period
          terminates, to Holders of the Securities as they appear on the books and
          records
          of the Trust on the record date immediately preceding such date. Distributions
          on the Securities must be paid on the dates payable (after giving effect
          to any
          Extension Period) to the extent that the Trust has funds available for
          the
          payment of such distributions in the Property Account of the Trust. The
          Trust’s
          funds available for Distribution to the Holders of the Securities will
          be
          limited to payments received from the Debenture Issuer. The payment of
          Distributions out of moneys held by the Trust is guaranteed by the Guarantor
          pursuant to the Guarantee.

         

        The
          Capital Securities shall be redeemable as provided in the
          Declaration.

         

        
          
            
            

          

          
            A-1-6

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned assigns and transfers this Capital Security
          Certificate to:

         

          
            

          

        

         

        (Insert
          assignee’s social security or tax identification number) 

        
          

        

           

        
          
 

          

        

         

        (Insert
          address and zip code of assignee) and irrevocably appoints

         

        
          

        

         

        agent
          to
          transfer this Capital Security Certificate on the books of the Trust. The
          agent
          may substitute another to act for him or her.

         

        Date:      

        
          

        

         

        Signature:    

        
          
 

        (Sign
          exactly as your name appears on the other side of this Capital Security
          Certificate)

         

        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.

             

            
              
                
                

              

              
                A-1-7

                
                  

                

              

              
                
                

              

            

          

        


        EXHIBIT
          A-2

        


        FORM
          OF CAPITAL SECURITY CERTIFICATE

        


        [FORM
          OF
          FACE OF SECURITY]

         

        THIS
          SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
          (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
          SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
          HEREIN
          MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
          DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
          IS
          EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
          ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY
          BY ITS
          ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY
          ONLY
          (A) TO THE SPONSOR OR THE TRUST, (B) PURSUANT TO A REGISTRATION
          STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO
          A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
          BUYER
          IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS
          SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH
          RULE 144A, (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN
          ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF
          REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A) OF
          RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS CAPITAL SECURITY
          FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
          INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER
          OR SALE
          IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
          OR
          (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
          REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE SPONSOR’S AND THE TRUST’S
          RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY
          OF AN
          OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY
          TO EACH
          OF THEM IN ACCORDANCE WITH THE DECLARATION OF TRUST, A COPY OF WHICH MAY
          BE
          OBTAINED FROM THE SPONSOR OR THE TRUST. HEDGING TRANSACTIONS INVOLVING
          THIS
          SECURITY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
          ACT.

         

        THE
          HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS
          AND
          WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT
          OR
          OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
          REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY
          WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT
          IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR
          HOLD THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER
          IS
          ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR
          PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14
          OR
          ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY
          IS NOT
          PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT
          TO
          SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THE SECURITIES OR
          ANY
          INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND
          HOLDING
          THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING
          OF
          SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS
          APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT
          PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
          BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL
          NOT
          RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION
          4975 OF
          THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE
          EXEMPTION.

         

        
          
            
            

          

          
            A-2-1

            
              

            

          

          
            
            

          

        

         

        THIS
          SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A
          LIQUIDATION AMOUNT OF NOT LESS THAN $100,000.00 (100 SECURITIES) AND MULTIPLES
          OF $1,000.00 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF SECURITIES IN
          A BLOCK
          HAVING A LIQUIDATION AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED TO
          BE VOID
          AND OF NO LEGAL EFFECT WHATSOEVER.

         

        THE
          HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
          RESTRICTIONS.

         

        IN
          CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
          AND
          TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED
          BY THE
          DECLARATION TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
          RESTRICTIONS.

         

        
          	
                   Certificate
                    Number P-2

                	
                   5,000
                    Capital
                    Securities

                


        

          

        March
          17,
          2005

         

        Certificate
          Evidencing Floating Rate Capital Securities

         

        of

         

        Wilshire
          Statutory Trust II

         

        (liquidation
          amount $1,000.00 per Capital Security)

         

        Wilshire
          Statutory Trust II, a statutory trust created under the laws of the State
          of
          Delaware (the “Trust”), hereby certifies that First Tennessee Bank National
          Association is the registered owner of capital securities of the Trust
          representing undivided beneficial interests in the assets of the Trust,
          (liquidation amount $1,000.00 per capital security) (the “Capital Securities”).
          Subject to the Declaration (as defined below), the Capital 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. The Capital Securities represented hereby are
          issued
          pursuant to, and the designation, rights, privileges, restrictions, preferences
          and other terms and provisions of the Capital Securities shall in all respects
          be subject to, the provisions of the Amended and Restated Declaration of
          Trust
          of the Trust dated as of March 17, 2005, among Soo Bong Min, Brian E. Cho
          and Elaine Jeon, as Administrators, Wilmington Trust Company, as Delaware
          Trustee, Wilmington Trust Company, as Institutional Trustee, Wilshire Bancorp,
          Inc., as Sponsor, and the holders from time to time of undivided beneficial
          interests in the assets of the Trust, including the designation of the
          terms of
          the Capital Securities as set forth in Annex I to such amended and restated
          declaration as the same may be amended from time to time (the “Declaration”).
          Capitalized terms used herein but not defined shall have the meaning given
          them
          in the Declaration. The Holder is entitled to the benefits of the Guarantee
          to
          the extent provided therein. The Sponsor will provide a copy of the Declaration,
          the Guarantee, and the Indenture to the Holder without charge upon written
          request to the Sponsor at its principal place of business.

         

        
          
            
            

          

          
            A-2-2

            
              

            

          

          
            
            

          

        

         

        Upon
          receipt of this Security, the Holder is bound by the Declaration and is
          entitled
          to the benefits thereunder.

         

        By
          acceptance of this Security, the Holder agrees to treat, for United States
          federal income tax purposes, the Debentures as indebtedness and the Capital
          Securities as evidence of beneficial ownership in the Debentures.

         

        This
          Capital Security is governed by, and construed in accordance with, the
          laws of
          the State of Delaware, without regard to principles of conflict of
          laws.

         

        Signatures
          appear on following page

         

        
          
            
            

          

          
            A-2-3

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trust has duly executed this certificate.

        
          	 	 	 
	 	WILSHIRE STATUTORY TRUST II
	 
 	 
 	 
 
	
                	By:  	
                
	 	
                  
Name:
	 	Title: Administrator


        

         

        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Capital Securities referred to in the within-mentioned
          Declaration.

        
          
            	 	 	 
	 	
                    WILMINGTON
                      TRUST COMPANY,

                    as
                      the Institutional Trustee

                  
	 
 	 
 	 
 
	
                  	By:  	
                  
	 	
                    
                      

                    

                    Authorized
                      Officer

                  


          



        


        
          
            
            

          

          
            A-2-4

            
              

            

          

          
            
            

          

        

        
           

[FORM
          OF
          REVERSE OF CAPITAL SECURITY]

         

        Distributions
          payable on each Capital Security will be payable at an annual rate equal
          to
          4.76% beginning on (and including) the date of original issuance and ending
          on
          (but excluding) the Distribution Payment Date in June 2005 and at an annual
          rate
          for each successive period beginning on (and including) the Distribution
          Payment
          Date in June 2005, and each succeeding Distribution Payment Date, and ending
          on
          (but excluding) the next succeeding Distribution Payment Date (each a
“Distribution Period”), equal to 3-Month LIBOR, determined as described below,
          plus 1.79% (the “Coupon Rate”), applied to the stated liquidation amount of
          $1,000.00 per Capital Security, such rate being the rate of interest payable
          on
          the Debentures to be held by the Institutional Trustee. Distributions in
          arrears
          will bear interest thereon compounded quarterly at the Distribution Rate
          (to the
          extent permitted by applicable law). The term “Distributions” as used herein
          includes cash distributions and any such compounded distributions unless
          otherwise noted. A Distribution is payable only to the extent that payments
          are
          made in respect of the Debentures held by the Institutional Trustee and
          to the
          extent the Institutional Trustee has funds available therefor. As used
          herein,
“Determination Date” means the date that is two London Banking Days (i.e., a
          business day in which dealings in deposits in U.S. dollars are transacted
          in the
          London interbank market) preceding the commencement of the relevant Distribution
          Period. The amount of the Distribution payable for any Distribution Period
          will
          be calculated by applying the Distribution Rate to the stated liquidation
          amount
          outstanding at the commencement of the Distribution Period and multiplying
          each
          such amount by the actual number of days in the Distribution Period concerned
          divided by 360.

         

        “3-Month
          LIBOR” as used herein, means the London interbank offered interest rate for
          three-month U.S. dollar deposits determined by the Debenture Trustee in
          the
          following order of priority: (i) the rate (expressed as a percentage per
          annum)
          for U.S. dollar deposits having a three-month maturity that appears on
          Telerate
          Page 3750 as of 11:00 a.m. (London time) on the related Determination Date
          (“Telerate Page 3750” means the display designated as “Page 3750” on the
          Moneyline Telerate Service or such other page as may replace Page 3750
          on that
          service or such other service or services as may be nominated by the British
          Bankers’ Association as the information vendor for the purpose of displaying
          London interbank offered rates for U.S. dollar deposits); (ii) if such
          rate
          cannot be identified on the related Determination Date, the Debenture Trustee
          will request the principal London offices of four leading banks in the
          London
          interbank market to provide such banks’ offered quotations (expressed as
          percentages per annum) to prime banks in the London interbank market for
          U.S.
          dollar deposits having a three-month maturity as of 11:00 a.m. (London
          time) on
          such Determination Date. If at least two quotations are provided, 3-Month
          LIBOR
          will be the arithmetic mean of such quotations; (iii) if fewer than two
          such quotations are provided as requested in clause (ii) above, the Debenture
          Trustee will request four major New York City banks to provide such banks’
offered quotations (expressed as percentages per annum) to leading European
          banks for loans in U.S. dollars as of 11:00 a.m. (London time) on such
          Determination Date. If at least two such quotations are provided, 3-Month
          LIBOR
          will be the arithmetic mean of such quotations; and (iv) if fewer than two
          such quotations are provided as requested in clause (iii) above, 3-Month
          LIBOR
          will be a 3-Month LIBOR determined with respect to the Distribution Period
          immediately preceding such current Distribution Period. If the rate for
          U.S.
          dollar deposits having a three-month maturity that initially appears on
          Telerate
          Page 3750 as of 11:00 a.m. (London time) on the related Determination Date
          is
          superseded on the Telerate Page 3750 by a corrected rate by 12:00 noon
          (London
          time) on such Determination Date, then the corrected rate as so substituted
          on
          the applicable page will be the applicable 3-Month LIBOR for such Determination
          Date.

         

        The
          Distribution Rate for any Distribution Period will at no time be higher
          than the
          maximum rate then permitted by New York law as the same may be modified
          by
          United States law.

         

        All
          percentages resulting from any calculations on the Capital Securities will
          be
          rounded, if necessary, to the nearest one hundred-thousandth of a percentage
          point, with five one-millionths of a percentage point rounded upward (e.g.,
          9.876545% (or .09876545) being rounded to 9.87655% (or .0987655), and all
          dollar
          amounts used in or resulting from such calculation will be rounded to the
          nearest cent (with one-half cent being rounded upward)).

         

        
          
            
            

          

          
            A-2-5

            
              

            

          

          
            
            

          

        

         

        Except
          as
          otherwise described below, Distributions on the Capital Securities will
          be
          cumulative, will accrue from the date of original issuance and will be
          payable
          quarterly in arrears on March 17, June 17, September 17 and
          December 17 of each year or if any such day is not a Business Day, then the
          next succeeding Business Day (each such day, a “Distribution Payment Date”),
          commencing on the Distribution Payment Date in June 2005. The Debenture
          Issuer
          has the right under the Indenture to defer payments of interest on the
          Debentures, so long as no Extension Event of Default has occurred and is
          continuing, by extending the interest payment period on the Debentures
          for up to
          20 consecutive quarterly periods (each an “Extension Period”) at any time and
          from time to time on the Debentures, subject to the conditions described
          below,
          during which Extension Period no interest shall be due and payable. During
          any
          Extension Period, interest will continue to accrue on the Debentures, and
          interest on such accrued interest will accrue at an annual rate equal to
          the
          Distribution Rate in effect for each such Extension Period, compounded
          quarterly
          from the date such interest would have been payable were it not for the
          Extension Period, to the extent permitted by law (such interest referred
          to
          herein as “Additional Interest”). No Extension Period may end on a date other
          than a Distribution Payment Date. At the end of any such Extension Period,
          the
          Debenture Issuer shall pay all interest then accrued and unpaid on the
          Debentures (together with Additional Interest thereon); provided,
          however,
          that no
          Extension Period may extend beyond the Maturity Date. Prior to the termination
          of any Extension Period, the Debenture Issuer may further extend such period,
          provided that such period together with all such previous and further
          consecutive extensions thereof shall not exceed 20 consecutive quarterly
          periods, or extend beyond the Maturity Date. Upon the termination of any
          Extension Period and upon the payment of all accrued and unpaid interest
          and
          Additional Interest, the Debenture Issuer may commence a new Extension
          Period,
          subject to the foregoing requirements. No interest or Additional Interest
          shall
          be due and payable during an Extension Period, except at the end thereof,
          but
          each installment of interest that would otherwise have been due and payable
          during such Extension Period shall bear Additional Interest. During any
          Extension Period, Distributions on the Capital Securities shall be deferred
          for
          a period equal to the Extension Period. If Distributions are deferred,
          the
          Distributions due shall be paid on the date that the related Extension
          Period
          terminates, to Holders of the Securities as they appear on the books and
          records
          of the Trust on the record date immediately preceding such date. Distributions
          on the Securities must be paid on the dates payable (after giving effect
          to any
          Extension Period) to the extent that the Trust has funds available for
          the
          payment of such distributions in the Property Account of the Trust. The
          Trust’s
          funds available for Distribution to the Holders of the Securities will
          be
          limited to payments received from the Debenture Issuer. The payment of
          Distributions out of moneys held by the Trust is guaranteed by the Guarantor
          pursuant to the Guarantee.

         

        The
          Capital Securities shall be redeemable as provided in the
          Declaration.

         

        
          
            
            

          

          
            A-2-6

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned assigns and transfers this Capital Security
          Certificate to:

         

        
          

        

         

        (Insert
          assignee’s social security or tax identification number)  

        
          

        

          

        
          
 

          

        

         

        (Insert
          address and zip code of assignee) and irrevocably appoints

         

        
          

        

         

        agent
          to
          transfer this Capital Security Certificate on the books of the Trust. The
          agent
          may substitute another to act for him or her.

         

        Date:     

        
          

        

         

        Signature:    

        
          
 

        (Sign
          exactly as your name appears on the other side of this Capital Security
          Certificate)

         

        Signature
          Guarantee:2  

        
           

          
            

          

        

        
          
            2
              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.

             

            
              
                
                

              

              
                A-2-7

                
                  

                

              

              
                
                

              

            

          

        


        EXHIBIT
          A-3

         

        FORM
          OF
          COMMON SECURITY CERTIFICATE

         

        THIS
          COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
          AS
          AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
          EXCEPT
          PURSUANT TO AN EXEMPTION FROM REGISTRATION.

         

        THIS
          CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF
          THE DECLARATION.

         

        
          	
                   Certificate
                    Number C-1

                	
                   619
                    Common
                    Securities

                


        

          

        March
          17,
          2005

         

        Certificate
          Evidencing Floating Rate Common Securities

         

        of

         

        Wilshire
          Statutory Trust II

         

        Wilshire
          Statutory Trust II, a statutory trust created under the laws of the State
          of
          Delaware (the “Trust”), hereby certifies that Wilshire Bancorp, Inc. (the
“Holder”) is the registered owner of common securities of the Trust representing
          undivided beneficial interests in the assets of the Trust (the “Common
          Securities”). The Common Securities represented hereby are issued pursuant to,
          and the designation, rights, privileges, restrictions, preferences and
          other
          terms and provisions of the Common Securities shall in all respects be
          subject
          to, the provisions of the Amended and Restated Declaration of Trust of
          the Trust
          dated as of March 17, 2005, among Soo Bong Min, Brian E. Cho and Elaine
          Jeon, as Administrators, Wilmington Trust Company, as Delaware Trustee,
          Wilmington Trust Company, as Institutional Trustee, Wilshire Bancorp, Inc.,
          as
          Sponsor, and the holders from time to time of undivided beneficial interest
          in
          the assets of the Trust including the designation of the terms of the Common
          Securities as set forth in Annex I to such amended and restated declaration,
          as
          the same may be amended from time to time (the “Declaration”). Capitalized terms
          used herein but not defined shall have the meaning given them in the
          Declaration. The Holder is entitled to the benefits of the Guarantee to
          the
          extent provided therein. The Sponsor will provide a copy of the Declaration,
          the
          Guarantee and the Indenture to the Holder without charge upon written request
          to
          the Sponsor at its principal place of business.

         

        As
          set
          forth in the Declaration, when an Event of Default has occurred and is
          continuing, the rights of Holders of Common Securities to payment in respect
          of
          Distributions and payments upon Liquidation, redemption or otherwise are
          subordinated to the rights of payment of Holders of the Capital
          Securities.

         

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

         

        By
          acceptance of this Certificate, the Holder agrees to treat, for United
          States
          federal income tax purposes, the Debentures as indebtedness and the Common
          Securities as evidence of undivided beneficial ownership in the
          Debentures.

         

        This
          Common Security is governed by, and construed in accordance with, the laws
          of
          the State of Delaware, without regard to principles of conflict of
          laws.

         

        
          
            
            

          

          
            A-3-1

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trust has duly executed this certificate.

        
          	 	 	 
	 	WILSHIRE STATUTORY TRUST II
	 
 	 
 	 
 
	
                	By:  	
                
	 	
                  
Name:
	 	Title:
                  Administrator


        

         

        


        
          
            
            

          

          
            A-3-2

            
              

            

          

          
            
            

          

        


        [FORM
          OF
          REVERSE OF COMMON SECURITY]

         

        Distributions
          payable on each Common Security will be payable at an annual rate equal
          to 4.76%
          beginning on (and including) the date of original issuance and ending on
          (but
          excluding) the Distribution Payment Date in June 2005 and at an annual
          rate for
          each successive period beginning on (and including) the Distribution Payment
          Date in June 2005, and each succeeding Distribution Payment Date, and ending
          on
          (but excluding) the next succeeding Distribution Payment Date (each a
“Distribution Period”), equal to 3-Month LIBOR, determined as described below,
          plus 1.79% (the “Coupon Rate”), applied to the stated liquidation amount of
          $1,000.00 per Common Security, such rate being the rate of interest payable
          on
          the Debentures to be held by the Institutional Trustee. Distributions in
          arrears
          will bear interest thereon compounded quarterly at the Distribution Rate
          (to the
          extent permitted by applicable law). The term “Distributions” as used herein
          includes cash distributions and any such compounded distributions unless
          otherwise noted. A Distribution is payable only to the extent that payments
          are
          made in respect of the Debentures held by the Institutional Trustee and
          to the
          extent the Institutional Trustee has funds available therefor. As used
          herein,
“Determination Date” means the date that is two London Banking Days (i.e., a
          business day in which dealings in deposits in U.S. dollars are transacted
          in the
          London interbank market) preceding the commencement of the relevant Distribution
          Period. The amount of the Distribution payable for any Distribution Period
          will
          be calculated by applying the Distribution Rate to the stated liquidation
          amount
          outstanding at the commencement of the Distribution Period and multiplying
          each
          such amount by the actual number of days in the Distribution Period concerned
          divided by 360.

         

        “3-Month
          LIBOR” as used herein, means the London interbank offered interest rate for
          three-month U.S. dollar deposits determined by the Debenture Trustee in
          the
          following order of priority: (i) the rate (expressed as a percentage per
          annum)
          for U.S. dollar deposits having a three-month maturity that appears on
          Telerate
          Page 3750 as of 11:00 a.m. (London time) on the related Determination Date
          (“Telerate Page 3750” means the display designated as “Page 3750” on the
          Moneyline Telerate Service or such other page as may replace Page 3750
          on that
          service or such other service or services as may be nominated by the British
          Bankers’ Association as the information vendor for the purpose of displaying
          London interbank offered rates for U.S. dollar deposits); (ii) if such
          rate
          cannot be identified on the related Determination Date, the Debenture Trustee
          will request the principal London offices of four leading banks in the
          London
          interbank market to provide such banks’ offered quotations (expressed as
          percentages per annum) to prime banks in the London interbank market for
          U.S.
          dollar deposits having a three-month maturity as of 11:00 a.m. (London
          time) on
          such Determination Date. If at least two quotations are provided, 3-Month
          LIBOR
          will be the arithmetic mean of such quotations; (iii) if fewer than two
          such
          quotations are provided as requested in clause (ii) above, the Debenture
          Trustee
          will request four major New York City banks to provide such banks’ offered
          quotations (expressed as percentages per annum) to leading European banks
          for
          loans in U.S. dollars as of 11:00 a.m. (London time) on such Determination
          Date.
          If at least two such quotations are provided, 3-Month LIBOR will be the
          arithmetic mean of such quotations; and (iv) if fewer than two such quotations
          are provided as requested in clause (iii) above, 3-Month LIBOR will be
          a 3-Month
          LIBOR determined with respect to the Distribution Period immediately preceding
          such current Distribution Period. If the rate for U.S. dollar deposits
          having a
          three-month maturity that initially appears on Telerate Page 3750 as of
          11:00
          a.m. (London time) on the related Determination Date is superseded on the
          Telerate Page 3750 by a corrected rate by 12:00 noon (London time) on such
          Determination Date, then the corrected rate as so substituted on the applicable
          page will be the applicable 3-Month LIBOR for such Determination
          Date.

         

        The
          Distribution Rate for any Distribution Period will at no time be higher
          than the
          maximum rate then permitted by New York law as the same may be modified
          by
          United States law.

         

        All
          percentages resulting from any calculations on the Common Securities will
          be
          rounded, if necessary, to the nearest one hundred-thousandth of a percentage
          point, with five one-millionths of a percentage point rounded upward (e.g.,
          9.876545% (or .09876545) being rounded to 9.87655% (or .0987655), and all
          dollar
          amounts used in or resulting from such calculation will be rounded to the
          nearest cent (with one-half cent being rounded upward)).

         

        
          
            
            

          

          
            A-3-3

            
              

            

          

          
            
            

          

        

         

        Except
          as
          otherwise described below, Distributions on the Common Securities will
          be
          cumulative, will accrue from the date of original issuance and will be
          payable
          quarterly in arrears on March 17, June 17, September 17 and
          December 17 of each year or if any such day is not a Business Day, then the
          next succeeding Business Day (each such day, a “Distribution Payment Date”),
          commencing on the Distribution Payment Date in June 2005. The Debenture
          Issuer
          has the right under the Indenture to defer payments of interest on the
          Debentures, so long as no Extension Event of Default has occurred and is
          continuing, by extending the interest payment period on the Debentures
          for up to
          20 consecutive quarterly periods (each an “Extension Period”) at any time
          and from time to time on the Debentures, subject to the conditions described
          below, during which Extension Period no interest shall be due and payable.
          During any Extension Period, interest will continue to accrue on the Debentures,
          and interest on such accrued interest will accrue at an annual rate equal
          to the
          Distribution Rate in effect for each such Extension Period, compounded
          quarterly
          from the date such interest would have been payable were it not for the
          Extension Period, to the extent permitted by law (such interest referred
          to
          herein as “Additional Interest”). No Extension Period may end on a date other
          than a Distribution Payment Date. At the end of any such Extension Period,
          the
          Debenture Issuer shall pay all interest then accrued and unpaid on the
          Debentures (together with Additional Interest thereon); provided,
          however,
          that no
          Extension Period may extend beyond the Maturity Date. Prior to the termination
          of any Extension Period, the Debenture Issuer may further extend such period,
          provided that such period together with all such previous and further
          consecutive extensions thereof shall not exceed 20 consecutive quarterly
          periods, or extend beyond the Maturity Date. Upon the termination of any
          Extension Period and upon the payment of all accrued and unpaid interest
          and
          Additional Interest, the Debenture Issuer may commence a new Extension
          Period,
          subject to the foregoing requirements. No interest or Additional Interest
          shall
          be due and payable during an Extension Period, except at the end thereof,
          but
          each installment of interest that would otherwise have been due and payable
          during such Extension Period shall bear Additional Interest. During any
          Extension Period, Distributions on the Common Securities shall be deferred
          for a
          period equal to the Extension Period. If Distributions are deferred, the
          Distributions due shall be paid on the date that the related Extension
          Period
          terminates, to Holders of the Securities as they appear on the books and
          records
          of the Trust on the record date immediately preceding such date. Distributions
          on the Securities must be paid on the dates payable (after giving effect
          to any
          Extension Period) to the extent that the Trust has funds available for
          the
          payment of such distributions in the Property Account of the Trust. The
          Trust’s
          funds available for Distribution to the Holders of the Securities will
          be
          limited to payments received from the Debenture Issuer.

         

        The
          Common Securities shall be redeemable as provided in the
          Declaration.

         

        
          
            
            

          

          
            A-3-4

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned assigns and transfers this Common Security Certificate
          to:

         

        
          

        

         

        (Insert
          assignee’s social security or tax identification number)   

        
          
 

        
          
 

          

        

         

        (Insert
          address and zip code of assignee) and irrevocably appoints

         

        
          

        

         

        


        
          

        

        agent
          to
          transfer this Common Security Certificate on the books of the Trust. The
          agent


        may
          substitute another to act for him or her.

         

        Date:      

        
          

        

        Signature:     

        
          
 

        (Sign
          exactly as your name appears on the other side of this Common Security
          Certificate)

         

        Signature:     

        
          
 

        (Sign
          exactly as your name appears on the other side of this Common Security
          Certificate)

         

        Signature
          Guarantee3 

         

          
            
3
            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.

        

         

        
          
            
            

          

          
            A-3-5