**TABLE OF CONTENTS**      **Page**  Parties  1  Recitals  1  Authorization of Indenture  1  Compliance with Legal Requirements  1  Purpose of and Consideration for Indenture  1  **ARTICLE I** **DEFINITIONS**   SECTION 1.01. Definitions  1  Additional Interest  1  Additional Provisions  1  Authenticating Agent  1  Bankruptcy Law  1  Board of Directors  1  Board Resolution  2  Business Day  2  Calculation Agent  2  Capital Securities  2  Capital Securities Guarantee  2  Capital Treatment Event  2  Certificate  2  Common Securities  2  Company  3  Comparable Treasury Issue  3  Comparable Treasury Price  3  Debt Security or Debt Securities  3  Debt Security Register  3  Declaration  3  Default  3  Defaulted Interest  3  Deferred Interest  3  Event of Default  3  Extension Period  3  Federal Reserve  3  Indenture  3  Institutional Trustee  4  Interest Payment Date  4  Interest Rate  4  Investment Company Event  4  LIBOR  4  LIBOR Banking Day  4  LIBOR Business Day  4
   LIBOR Determination Date  4  Liquidation Amount  4  Maturity Date  4  Officers’ Certificate  4  Opinion of Counsel  4  outstanding  4  Person  5  Predecessor Security  5  Primary Treasury Dealer  5  Principal Office of the Trustee  5  Quotation Agent  5  Redemption Date  5  Redemption Price  5  Reference Treasury Dealer  6  Reference Treasury Dealer Quotations  6  Remaining Life  6  Responsible Officer  6  Securityholder, holder of Debt Securities  6  Senior Indebtedness  6  Special Event  7  Special Redemption Date  7  Special Redemption Price  7  Subsidiary  7  Tax Event  7  Treasury Rate  8  Trust  8  Trust Indenture Act  8  Trust Securities  8  Trustee  8  United States  8  U.S. Person  8  **ARTICLE II** **DEBT SECURITIES**    SECTION 2.01. Authentication and Dating  8SECTION 2.02. Form of Trustee’s Certificate of Authentication  9SECTION 2.03. Form and Denomination of Debt Securities  9SECTION 2.04. Execution of Debt Securities  9SECTION 2.05. Exchange and Registration of Transfer of Debt Securities  10SECTION 2.06. Mutilated, Destroyed, Lost or Stolen Debt Securities  13SECTION 2.07. Temporary Debt Securities  13SECTION 2.08. Payment of Interest  14SECTION 2.09. Cancellation of Debt Securities Paid, etc.  15SECTION 2.10. Computation of Interest  15SECTION 2.11. Extension of Interest Payment Period  17SECTION 2.12. CUSIP Numbers  18ii 
    **ARTICLE III** **PARTICULAR COVENANTS OF THE COMPANY**   SECTION 3.01.  Payment of Principal, Premium and Interest; Agreed Treatment of the Debt Securities  18SECTION 3.02.  Offices for Notices and Payments, etc.  19SECTION 3.03.  Appointments to Fill Vacancies in Trustee’s Office  19SECTION 3.04.  Provision as to Paying Agent  19SECTION 3.05.  Certificate to Trustee  20SECTION 3.06.  Additional Interest  21SECTION 3.07.  Compliance with Consolidation Provisions  21SECTION 3.08.  Limitation on Dividends  21SECTION 3.09.  Covenants as to the Trust  22   **ARTICLE IV** **LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE**   SECTION 4.01.  Securityholders’ Lists  22SECTION 4.02.  Preservation and Disclosure of Lists  23   **ARTICLE V** **REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS****UPON AN EVENT OF DEFAULT**   SECTION 5.01.  Events of Default  24SECTION 5.02.  Payment of Debt Securities on Default; Suit Therefor  26SECTION 5.03.  Application of Moneys Collected by Trustee  27SECTION 5.04.  Proceedings by Securityholders  27SECTION 5.05.  Proceedings by Trustee  28SECTION 5.06.  Remedies Cumulative and Continuing  28SECTION 5.07.  Direction of Proceedings and Waiver of Defaults by Majority of Securityholders  28SECTION 5.08.  Notice of Defaults  29SECTION 5.09.  Undertaking to Pay Costs  29   **ARTICLE VI** **CONCERNING THE TRUSTEE**   SECTION 6.01.  Duties and Responsibilities of Trustee  30SECTION 6.02.  Reliance on Documents, Opinions, etc.  31SECTION 6.03.  No Responsibility for Recitals, etc.  32SECTION 6.04.  Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own Debt Securities  32SECTION 6.05.  Moneys to be Held in Trust  32SECTION 6.06.  Compensation and Expenses of Trustee  33SECTION 6.07.  Officers’ Certificate as Evidence  33iii 
 SECTION 6.08. Eligibility of Trustee  34SECTION 6.09. Resignation or Removal of Trustee  34SECTION 6.10. Acceptance by Successor Trustee  35SECTION 6.11. Succession by Merger, etc.  36SECTION 6.12. Authenticating Agents  37  **ARTICLE VII** **CONCERNING THE SECURITYHOLDERS**   SECTION 7.01. Action by Securityholders  38SECTION 7.02. Proof of Execution by Securityholders  39SECTION 7.03. Who Are Deemed Absolute Owners  39SECTION 7.04. Debt Securities Owned by Company Deemed Not Outstanding  39SECTION 7.05. Revocation of Consents; Future Holders Bound  40  **ARTICLE VIII** **SECURITYHOLDERS’ MEETINGS**   SECTION 8.01. Purposes of Meetings  40SECTION 8.02. Call of Meetings by Trustee  41SECTION 8.03. Call of Meetings by Company or Securityholders  41SECTION 8.04. Qualifications for Voting  41SECTION 8.05. Regulations  41SECTION 8.06. Voting  42SECTION 8.07. Quorum; Actions  42  **ARTICLE IX** **SUPPLEMENTAL INDENTURES**   SECTION 9.01. Supplemental Indentures without Consent of Securityholders  43SECTION 9.02. Supplemental Indentures with Consent of Securityholders  44SECTION 9.03. Effect of Supplemental Indentures  45SECTION 9.04. Notation on Debt Securities  46SECTION 9.05. Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee  46  **ARTICLE X** **REDEMPTION OF SECURITIES**   SECTION 10.01. Optional Redemption  46SECTION 10.02. Special Event Redemption  46SECTION 10.03. Notice of Redemption; Selection of Debt Securities  46SECTION 10.04. Payment of Debt Securities Called for Redemption  47iv 
  **ARTICLE XI**      **CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE**   SECTION 11.01. Company May Consolidate, etc., on Certain Terms  48SECTION 11.02. Successor Entity to be Substituted  48SECTION 11.03. Opinion of Counsel to be Given to Trustee  49  **ARTICLE XII** **SATISFACTION AND DISCHARGE OF INDENTURE**   SECTION 12.01. Discharge of Indenture  49SECTION 12.02. Deposited Moneys to be Held in Trust by Trustee  50SECTION 12.03. Paying Agent to Repay Moneys Held  50SECTION 12.04. Return of Unclaimed Moneys  50  **ARTICLE XIII** **IMMUNITY OF INCORPORATORS, STOCKHOLDERS,****OFFICERS AND DIRECTORS**   SECTION 13.01. Indenture and Debt Securities Solely Corporate Obligations  50  **ARTICLE XIV** **MISCELLANEOUS PROVISIONS**   SECTION 14.01. Successors  51SECTION 14.02. Official Acts by Successor Entity  51SECTION 14.03. Surrender of Company Powers  51SECTION 14.04. Addresses for Notices, etc.  51SECTION 14.05. Governing Law  52SECTION 14.06. Evidence of Compliance with Conditions Precedent  52SECTION 14.07. Non-Business Days  52SECTION 14.08. Table of Contents, Headings, etc.  52SECTION 14.09. Execution in Counterparts  52SECTION 14.10. Separability  53SECTION 14.11. Assignment  53SECTION 14.12. Acknowledgment of Rights  53  **ARTICLE XV** **SUBORDINATION OF DEBT SECURITIES**   SECTION 15.01. Agreement to Subordinate  53SECTION 15.02. Default on Senior Indebtedness  54SECTION 15.03. Liquidation; Dissolution; Bankruptcy  54SECTION 15.04. Subrogation  55SECTION 15.05. Trustee to Effectuate Subordination  56SECTION 15.06. Notice by the Company  57SECTION 15.07. Rights of the Trustee; Holders of Senior Indebtedness  57SECTION 15.08. Subordination May Not Be Impaired  58v 
 **EXHIBITS** EXHIBIT A  FORM OF DEBT SECURITYvi 
 THIS INDENTURE, dated as of July 11, 2002, between Centennial First FinancialServices, a bank holding company incorporated in California (hereinafter sometimes called the “Company”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (hereinafter sometimes called the “Trustee”). **W I T N E S S E T H :** WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its Floating Rate Junior Subordinated Debt Securities due 2032 (the “Debt Securities”) under thisIndenture and to provide, among other things, for the execution and authentication, delivery and administration thereof, the Company has duly authorized the execution of this Indenture.  NOW, THEREFORE, in consideration of the premises, and the purchase of the Debt Securities by the holders thereof, the Company covenants and agrees with the Trustee for theequal and proportionate benefit of the respective holders from time to time of the Debt Securities as follows:  **ARTICLEI** **DEFINITIONS** SECTION 1.01.*  Definitions.* The terms defined in this Section 1.01 (except as herein otherwiseexpressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All accounting terms used herein and notexpressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles and the term “generally accepted accounting principles” means such accounting principles as are generally acceptedin the United States at the time of any computation. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or othersubdivision.  “Additional Interest” shall have the meaning set forth in Section 3.06.  “Additional Provisions” shall have the meaning set forth in Section 15.01.  “Authenticating Agent” means any agent or agents of the Trustee which at the time shall be appointed and acting pursuant to Section 6.12.  “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.  “Board of Directors” means the board of directors or the executive committee or any other duly authorized designated officers of the Company. 
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date ofsuch certification and delivered to the Trustee.  “Business Day” means any day other than a Saturday, Sunday or any other day on which banking institutions in Wilmington, Delaware, New York City or Redlands, California are permitted or required by any applicable lawor executive order to close.  “Calculation Agent” means the Person identified as “Trustee” in the first paragraph hereof with respect to the Debt Securities and the Institutional Trustee with respect to the Trust Securities. “Capital Securities” means undivided beneficial interests in the assets of the Trust which are designated as “TRUPS® and rank *pari passu* with Common Securities issued by the Trust; *provided, however*, that if an Event of Default (as defined in theDeclaration) has occurred and is continuing, the rights of holders of such Common Securities to payment in respect of distributions and payments upon liquidation, redemption and otherwise are subordinated to the rights of holders of such CapitalSecurities.  “Capital Securities Guarantee” means the guarantee agreement that the Company will enter into with Wilmington Trust Company or other Persons that operates directly or indirectly for the benefit of holders of CapitalSecurities of the Trust.  “Capital Treatment Event” means the receipt by the Company 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 in, the laws, rules orregulations 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 orchange is effective or which pronouncement, action or decision is announced on or after the date of original issuance of the Debt Securities, there is more than an insubstantial risk that the Company will not, within 90 days of the date of suchopinion, be entitled to treat an amount equal to the aggregate Liquidation Amount of the Capital Securities as “Tier 1 Capital” (or the then equivalent thereof) for purposes of the capital adequacy guidelines of the Federal Reserve (or anysuccessor regulatory authority with jurisdiction over bank holding companies), as then in effect and applicable to the Company, *provided, however*, that the distribution of the Debt Securities in connection with the liquidation of the Trust bythe Company 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.  “Certificate” means a certificate signed by any one of the principal executive officer, the principal financial officer or the principal accounting officer of the Company.  “Common Securities” means undivided beneficial interests in the assets of the Trust which are designated as “Common Securities” and rank *pari passu* with Capital Securities issued by the Trust;*provided, however*, that if an Event of Default (as defined in the Declaration) has occurred and is continuing, the rights of holders of such Common Securities to payment in 2 
 respect of distributions and payments upon liquidation, redemption and otherwise are subordinated to therights of holders of such Capital Securities.  “Company” means Centennial First Financial Services, a bank holding company incorporated in California, and, subject to the provisions of Article XI, shall include its successors and assigns.  “Comparable Treasury Issue” means with respect to any Special Redemption Date, the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the Remaining Life that would beutilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life. If no United States Treasury security has a maturity which iswithin a period from three months before to three months after July 7, 2007, the two most closely corresponding United States Treasury securities shall be used as the Comparable Treasury Issue, and the Treasury Rate shall be interpolated orextrapolated on a straight-line basis, rounding to the nearest month using such securities.  “Comparable Treasury Price” means (a) the average of five Reference Treasury Dealer Quotations for such Special Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (b)if the Quotation Agent receives fewer than five such Reference Treasury Dealer Quotations, the average of all such Quotations.  “Debt Security” or “Debt Securities” has the meaning stated in the first recital of this Indenture.  “Debt Security Register” has the meaning specified in Section 2.05.  “Declaration” means the Amended and Restated Declaration of Trust of the Trust dated as of July 11, 2002, as amended or supplemented from time to time.  “Default” means any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.  “Defaulted Interest” has the meaning set forth in Section 2.08.  “Deferred Interest” has the meaning set forth in Section 2.11.  “Event of Default” means any event specified in Section 5.01, which has continued for the period of time, if any, and after the giving of the notice, if any, therein designated.  “Extension Period” has the meaning set forth in Section 2.11.  “Federal Reserve” means the Board of Governors of the Federal Reserve System.  “Indenture” means this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented, or both. 3 
 “Institutional Tr ustee” has the meaning set forth in the Declaration.  “Interest Payment Date” means January 7, April 7, July 7 and October 7 of each year, commencing on October 7, 2002, during the term of this Indenture.  “Interest Rate” means a per annum rate of interest, reset quarterly, equal to LIBOR, as determined on the LIBOR Determination Date immediately preceding each Interest Payment Date, plus 3.65%; *provided*, thatthe applicable Interest Rate may not exceed 12.5% through the Interest Payment Date in July, 2007.  “Investment Company Event” means the receipt by the Company and the Trust of an opinion of counsel experienced in such matters to the effect that, as a result of a change in law or regulation or written change ininterpretation 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 of 1940, as amended, which change or prospective change becomes effective or would become effective, as the case may be, on or after thedate of the original issuance of the Debt Securities.  “LIBOR” means the London Interbank Offered Rate for three-month U.S. Dollar deposits in Europe as determined by the Calculation Agent according to Section 2.10(b).  “LIBOR Banking Day” has the meaning set forth in Section 2.10(b)(1).  “LIBOR Business Day” has the meaning set forth in Section 2.10(b)(1).  “LIBOR Determination Date” has the meaning set forth in Section 2.10(b).  “Liquidation Amount” means the stated amount of $1,000 per Trust Security.  “Maturity Date” means October 7, 2032.  “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the Vice Chairman, the President or any Vice President, and by the Chief Financial Officer, the Treasurer, an Assistant Treasurer,the Comptroller, an Assistant Comptroller, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee. Each such certificate shall include the statements provided for in Section 14.06 if and to the extent required by theprovisions of such Section.  “Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, or may be other counsel reasonably satisfactory to the Trustee. Each such opinion shallinclude the statements provided for in Section 14.06 if and to the extent required by the provisions of such Section.  The term “outstanding,” when used with reference to Debt Securities, subject to the provisions of Section 7.04, means, as of any particular time, all Debt Securities authenticated and delivered by the Trustee or theAuthenticating Agent under this Indenture, except 4 
 (a)  Debt Securities theretofore canceled by theTrustee or the Authenticating Agent or delivered to the Trustee for cancellation;  (b)  Debt Securities, or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or shallhave been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent); *provided*, that, if such Debt Securities, or portions thereof, are to be redeemed prior to maturity thereof, notice of suchredemption shall have been given as provided in Articles X and XIV or provision satisfactory to the Trustee shall have been made for giving such notice; and  (c)  Debt Securities paid pursuant to Section 2.06 or in lieu of or in substitution for which other Debt Securities shall have been authenticatedand delivered pursuant to the terms of Section 2.06 unless proof satisfactory to the Company and the Trustee is presented that any such Debt Securities are held by bona fide holders in due course.  “Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or politicalsubdivision thereof.  “Predecessor Security” of any particular Debt Security means every previous Debt Security evidencing all or a portion of the same debt as that evidenced by such particular Debt Security; and, for the purposes of thisdefinition, any Debt Security authenticated and delivered under Section 2.06 in lieu of a lost, destroyed or stolen Debt Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Debt Security.  “Primary Treasury Dealer” means a primary United States Government securities dealer in New York City.  “Principal Office of the Trustee,” or other similar term, means the office of the Trustee, at which at any particular time its corporate trust business shall be principally administered, which at all times shall belocated within the United States and at the time of the execution of this Indenture shall be Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001.  “Quotation Agent” means Salomon Smith Barney Inc. and its successors; *provided, however*, that if the foregoing shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another PrimaryTreasury Dealer.  “Redemption Date” has the meaning set forth in Section 10.01.  “Redemption Price” means 100% of the principal amount of the Debt Securities being redeemed plus accrued and unpaid interest on such Debt Securities to the Redemption Date or, in the case of a redemption due to theoccurrence of a Special Event, to the Special Redemption Date if such Special Redemption Date is on or after July 7, 2007. 5 
 “Reference Treasury Dealer” means (i) the Quotation Agent and (ii) any other Primary Treasury Dealer selected by the Trustee after consultation with the Company.  “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Special Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for theComparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such SpecialRedemption Date.  “Remaining Life” means, with respect to any Debt Security, the period from the Special Redemption Date for such Debt Security to July 7, 2007.  “Responsible Officer” means, with respect to the Trustee, any officer within the Principal Office of the Trustee with direct responsibility for the administration of the Indenture, including any vice-president, anyassistant vice-president, any secretary, any assistant secretary, the treasurer, any assistant treasurer, any trust officer or other officer of the Principal Trust Office of the Trustee customarily performing functions similar to those performed byany 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. “Securityholder,” “holder of Debt Securities” or other similar terms, means any Person in whose name at the time a particular Debt Security is registered on the Debt Security Register.  “Senior Indebtedness” means, with respect to the Company, (i) the principal, premium, if any, and interest in respect of (A) indebtedness of the Company for money borrowed and (B) indebtedness evidenced bysecurities, debentures, notes, bonds or other similar instruments issued by the Company; (ii) all capital lease obligations of the Company; (iii) all obligations of the Company issued or assumed as the deferred purchase price of property, allconditional sale obligations of the Company and all obligations of the Company under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business); (iv) all obligations of the Company for thereimbursement of any letter of credit, any banker’s acceptance, any security purchase facility, any repurchase agreement or similar arrangement, any interest rate swap, any other hedging arrangement, any obligation under options or any similarcredit or other transaction; (v) all obligations of the type referred to in clauses (i) through (iv) above of other Persons for the payment of which the Company is responsible or liable as obligor, guarantor or otherwise; and (vi) all obligations ofthe type referred to in clauses (i) through (v) above of other Persons secured by any lien on any property or asset of the Company (whether or not such obligation is assumed by the Company), whether incurred on or prior to the date of this Indentureor thereafter incurred, unless, with the prior approval of the Federal Reserve if not otherwise generally approved, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligationsare not superior or are *pari passu* in right of payment to the Debt Securities. 6 
 “Special Event” means any of a Tax Event, an Investment Company Event or a Capital Treatment Event.  “Special Redemption Date” has the meaning set forth in Section 10.02.  “Special Redemption Price” means (1) if the Special Redemption Date is before July 7, 2007, the greater of (a) 100% of the principal amount of the Debt Securities being redeemed pursuant to Section 10.02 or (b) asdetermined by a Quotation Agent, the sum of the present values of the principal amount payable as part of the Redemption Price with respect to a redemption as of July 7, 2007, together with the present value of interest payments calculated at afixed per annum rate of interest equal to 9.95% over the Remaining Life of such Debt Securities, discounted to the Special Redemption Date on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus..50%, plus, in the case of either (a) or (b), accrued and unpaid interest on such Debt Securities to the Special Redemption Date and (2) if the Special Redemption Date is on or after July 7, 2007, the Redemption Price for such Special RedemptionDate.  “Subsidiary” means, with respect to any Person, (i) any corporation, at least a majority of the outstanding voting stock of which is owned, directly or indirectly, by such Person or by one or more of itsSubsidiaries, or by such Person and one or more of its Subsidiaries, (ii) any general partnership, joint venture or similar entity, at least a majority of the outstanding partnership or similar interests of which shall at the time be owned by suchPerson, or by one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries, and (iii) any limited partnership of which such Person or any of its Subsidiaries is a general partner. For the purposes of this definition,“voting stock” means shares, interests, participations or other equivalents in the equity interest (however designated) in such Person having ordinary voting power for the election of a majority of the directors (or the equivalent) of suchPerson, other than shares, interests, participations or other equivalents having such power only by reason of the occurrence of a contingency.  “Tax Event” means the receipt by the Company 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 prospectivechange) 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, technicaladvice memorandum, regulatory procedure, notice or announcement (an “Administrative Action”)) or judicial decision interpreting or applying such laws or regulations, regardless of whether such Administrative Action or judicial decision isissued to or in connection with a proceeding involving the Company 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 eachcase on or after the date of original issuance of the Debt Securities, 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 respectto income received or accrued on the Debt Securities; (ii) interest payable by the Company on the Debt Securities is not, or within 90 days of the date of such opinion, will not be, deductible by the Company, in whole or in part, for United Statesfederal income tax purposes; or (iii) the Trust is, or will be within 90 7 
days of the date of such opinion, subject to more than a de minimis amount of other taxes (including withholding taxes), duties, assessments orother governmental charges.  “Treasury Rate” means (i) the yield, under the heading which represents the average for the week immediately prior to the date of calculation, appearing in the most recently published statistical release designatedH.15 (519) or any successor publication which is published weekly by the Federal Reserve and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury ConstantMaturities,” for the maturity corresponding to the Remaining Life (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Remaining Life shall bedetermined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week preceding thecalculation date or does not contain such yields, the rate per annum equal to the quarterly equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of itsprincipal amount) equal to the Comparable Treasury Price for such Special Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Special Redemption Date.  “Trust” means Centennial Capital Trust I, the Delaware business trust, or any other similar trust created for the purpose of issuing Capital Securities in connection with the issuance of Debt Securities under thisIndenture, of which the Company is the sponsor.  “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended from time-to-time, or any successor legislation.  “Trust Securities” means Common Securities and Capital Securities of Centennial Capital Trust I.  “Trustee” means the Person identified as “Trustee” in the first paragraph hereof, and, subject to the provisions of Article VI hereof, shall also include its successors and assigns as Trustee hereunder. “United States” means the United States of America and the District of Columbia.  “U.S. Person” has the meaning given to United States Person as set forth in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended.  **ARTICLE II** **DEBT SECURITIES** SECTION 2.01.*  Authentication and Dating.* Upon the execution and delivery of this Indenture, orfrom time to time thereafter, Debt Securities in an aggregate principal amount not in excess of $6,186,000 may be executed and delivered by the Company to the Trustee for authentication, and the Trustee shall thereupon authenticate and makeavailable for delivery said Debt Securities to or upon the written order of 8 
the Company, signed by its Chairman of the Board of Directors, Vice Chairman, President or Chief Financial Officer or one of its VicePresidents, without any further action by the Company hereunder. In authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled toreceive, and (subject to Section 6.01) shall be fully protected in relying upon a copy of any Board Resolution or Board Resolutions relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, in eachcase certified by the Secretary or an Assistant Secretary of the Company as the case may be.  The Trustee shallhave the right to decline to authenticate and deliver any Debt Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if a Responsible Officer of the Trustee in good faithshall determine that such action would expose the Trustee to personal liability to existing holders.  Thedefinitive Debt Securities shall be typed, printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities, as evidenced by their execution of suchDebt Securities.  SECTION 2.02.*  Form of Trustee’s Certificate of Authentication.* The Trustee’scertificate of authentication on all Debt Securities shall be in substantially the following form:  This is one of the Debt Securities referred to in the within-mentioned Indenture.  WILMINGTON TRUST COMPANY, not in its individual capacity but solely as trustee  By:   **Authorized Officer** SECTION 2.03.  *Form and Denomination of Debt Securities.* The Debt Securities shall besubstantially in the form of Exhibit A hereto. The Debt Securities shall be in registered, certificated form without coupons and in minimum denominations of $100,000 and any multiple of $1,000 in excess thereof. The Debt Securities shall benumbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the officers executing the same may determine with the approval of the Trustee as evidenced by the execution and authentication thereof.  SECTION 2.04.  *Execution of Debt Securities.* The Debt Securities shall be signed in the nameand on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Vice Chairman, President or Chief Financial Officer or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents,under its corporate seal which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and which need not be attested. Only such Debt Securities as shall bear thereon a certificate of authentication9 
substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorizedofficer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debt Security executed by the Company shall be conclusive evidence that theDebt Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture.  In case any officer of the Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered bythe Trustee or the Authenticating Agent, or disposed of by the Company, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of theCompany; and any Debt Security may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the Company, although at the date of the execution of this Indentureany such person was not such an officer.  Every Debt Security shall be dated the date of its authentication. SECTION 2.05.  *Exchange and Registration of Transfer of Debt Securities.* The Company shallcause to be kept, at the office or agency maintained for the purpose of registration of transfer and for exchange as provided in Section 3.02, a register (the “Debt Security Register”) for the Debt Securities issued hereunder in which,subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration and transfer of all Debt Securities as provided in this Article II. Such register shall be in written form or in any other form capable ofbeing converted into written form within a reasonable time.  Debt Securities to be exchanged may be surrendered atthe Principal Office of the Trustee or at any office or agency to be maintained by the Company for such purpose as provided in Section 3.02, and the Company shall execute, the Company or the Trustee shall register and the Trustee or theAuthenticating Agent shall authenticate and make available for delivery in exchange therefor the Debt Security or Debt Securities which the Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration oftransfer of any Debt Security at the Principal Office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company shall execute, the Company or the Trustee shall register and theTrustee or the Authenticating Agent shall authenticate and make available for delivery in the name of the transferee or transferees a new Debt Security for a like aggregate principal amount. Registration or registration of transfer of any DebtSecurity by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be deemed to complete the registration or registration of transfer of such Debt Security.  All Debt Securities presented for registration of transfer or for exchange or payment shall (if so required by the Company or the Trusteeor the Authenticating Agent) be duly endorsed by, or be accompanied by, a written instrument or instruments of transfer in form 10 
satisfactory to the Company and either the Trustee or the Authenticating Agent duly executed by, the holder or such holder’s attorney dulyauthorized in writing.  No service charge shall be made for any exchange or registration of transfer of DebtSecurities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection therewith.  The Company or the Trustee shall not be required to exchange or register a transfer of any Debt Security for a period of 15 days immediately preceding the date of selectionof Debt Securities for redemption.  Notwithstanding the foregoing, Debt Securities may not be transferred exceptin compliance with the restricted securities legend set forth below, unless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each Debt Security:  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATESECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. 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 REGISTRATIONOR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THECOMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THEACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE INCONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE ORTRANSFER PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OFTHIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. 11 
 THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS ANDWARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE 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 TITLEI 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 ASSETSINCLUDE “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 THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLEFOR THE 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 406OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT ANEMPLOYEE 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 THEASSETS 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 ORADMINISTRATIVE EXEMPTION.  IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFERAGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.  THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITYIN A BLOCK HAVING A PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITEDTO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY. 12 
 SECTION 2.06.  *Mutilated, Destroyed, Lost or Stolen Debt Securities.* In case any Debt Securityshall become mutilated or be destroyed, lost or stolen, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, a new Debt Security bearing a number not contemporaneously outstanding, in exchange andsubstitution for the mutilated Debt Security, or in lieu of and in substitution for the Debt Security so destroyed, lost or stolen. In every case the applicant for a substituted Debt Security shall furnish to the Company and the Trustee suchsecurity or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and the Trustee evidence to their satisfaction of the destruction, lossor theft of such Debt Security and of the ownership thereof.  The Trustee may authenticate any such substitutedDebt Security and deliver the same upon the written request or authorization of any officer of the Company. Upon the issuance of any substituted Debt Security, the Company may require the payment of a sum sufficient to cover any tax or othergovernmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Debt Security which has matured or is about to mature or has been called for redemption in full shall become mutilated or bedestroyed, lost or stolen, the Company may, instead of issuing a substitute Debt Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Debt Security) if the applicant for such payment shallfurnish to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless and, in case of destruction, loss or theft, evidence satisfactory to the Company and to the Trustee of the destruction, lossor theft of such Security and of the ownership thereof.  Every substituted Debt Security issued pursuant to theprovisions of this Section 2.06 by virtue of the fact that any such Debt Security is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Debt Security shall befound at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Debt Securities duly issued hereunder. All Debt Securities shall be held and owned upon the express condition that, tothe extent permitted by applicable law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities and shall preclude any and all other rights or remedies notwithstandingany law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.  SECTION 2.07.  *Temporary Debt Securities.* Pending the preparation of definitive DebtSecurities, the Company may execute and the Trustee shall authenticate and make available for delivery temporary Debt Securities that are typed, printed or lithographed. Temporary Debt Securities shall be issuable in any authorized denomination, andsubstantially in the form of the definitive Debt Securities but with such omissions, insertions and variations as may be appropriate for temporary Debt Securities, all as may be determined by the Company. Every such temporary Debt Security shall beexecuted by the Company and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Debt Securities. Without 13 
 unreasonable delay, the Company will execute and deliver to the Trustee or the Authenticating Agentdefinitive Debt Securities and thereupon any or all temporary Debt Securities may be surrendered in exchange therefor, at the Principal Office of the Trustee or at any office or agency maintained by the Company for such purpose as provided inSection 3.02, and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange for such temporary Debt Securities a like aggregate principal amount of such definitive Debt Securities. Such exchange shall bemade by the Company at its own expense and without any charge therefor except that in case of any such exchange involving a registration of transfer the Company may require payment of a sum sufficient to cover any tax, fee or other governmentalcharge that may be imposed in relation thereto. Until so exchanged, the temporary Debt Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities authenticated and delivered hereunder. SECTION 2.08.  *Payment of Interest*.  Each Debt Security will bear interest at the thenapplicable Interest Rate from and including each Interest Payment Date or, in the case of the first interest period, the original date of issuance of such Debt Security to, but excluding, the next succeeding Interest Payment Date or, in the case ofthe last interest period, the Redemption Date, Special Redemption Date or Maturity Date, as applicable, on the principal thereof, on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) onDeferred Interest and on any overdue installment of interest (including Defaulted Interest), payable (subject to the provisions of Article XII) on each Interest Payment Date commencing on October 7, 2002. Interest and any Deferred Interest on anyDebt Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name said Debt Security (or one or more Predecessor Securities) is registered at the close of business onthe regular record date for such interest installment, except that interest and any Deferred Interest payable on the Maturity Date shall be paid to the Person to whom principal is paid. In the event that any Debt Security or portion thereof iscalled for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on such Debt Security will be paid upon presentation and surrender ofsuch Debt Security.  Any interest on any Debt Security, other than Deferred Interest, that is payable, but is notpunctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered holder on the relevant regular record date by virtue of having been such holder,and such Defaulted Interest shall be paid by the Company to the Persons in whose names such Debt Securities (or their respective Predecessor Securities) are registered at the close of business on a special record date for the payment of suchDefaulted Interest, which shall be fixed in the following manner: the Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Debt Security and the date of the proposed payment, and at thesame time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the dateof the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record date for the payment of14 
such Defaulted Interest which shall not be more than fifteen nor less than ten days prior to the date of the proposed payment and not less thanten days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the expense of the Company, shall cause notice of the proposed paymentof such Defaulted Interest and the special record date therefor to be mailed, first class postage prepaid, to each Securityholder at his or her address as it appears in the Debt Security Register, not less than ten days prior to such special recorddate. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Debt Securities (or their respectivePredecessor Securities) are registered on such special record date and thereafter the Company shall have no further payment obligation in respect of the Defaulted Interest.  Any interest scheduled to become payable on an Interest Payment Date occurring during an Extension Period shall not be Defaulted Interest and shall be payable on such otherdate as may be specified in the terms of such Debt Securities.  The term “regular record date” as usedin this Section shall mean the fifteenth day prior to an Interest Payment Date whether or not such date is a Business Day.  Subject to the foregoing provisions of this Section, each Debt Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Debt Security shall carry the rights to interestaccrued and unpaid, and to accrue, that were carried by such other Debt Security.  SECTION2.09.  *Cancellation of Debt Securities Paid, etc.* All Debt Securities surrendered forthe purpose of payment, redemption, exchange or registration of transfer, shall, if surrendered to the Company or any paying agent, be surrendered to the Trustee and promptly canceled by it, or, if surrendered to the Trustee or any AuthenticatingAgent, shall be promptly canceled by it, and no Debt Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. All Debt Securities canceled by any Authenticating Agent shall be delivered tothe Trustee. The Trustee shall destroy all canceled Debt Securities unless the Company otherwise directs the Trustee in writing. If the Company shall acquire any of the Debt Securities, however, such acquisition shall not operate as a redemption orsatisfaction of the indebtedness represented by such Debt Securities unless and until the same are surrendered to the Trustee for cancellation.  SECTION 2.10.  *Computation of Interest.* (a)  The amount of interestpayable for any interest period will be computed on the basis of a 360-day year and the actual number of days elapsed in the relevant interest period;*provided, however,* that upon the occurrence of a Special Event Redemption pursuant toSection 10.02 the amounts payable pursuant to this Indenture shall be calculated as set forth in the definition of Special Redemption Price. 15 
 (b)  LIBOR shall be determined by the Calculation Agentin accordance with the following provisions:  (1)  On the second LIBOR Business Day(*provided*, that on such day commercial banks are open for business (including dealings in foreign currency deposits) in London (a “LIBOR Banking Day”), and otherwise the next preceding LIBOR Business Day that is also a LIBOR BankingDay) prior to January 15, April 15, July 15 and October 15 (except, with respect to the first interest payment period, on July 9, 2002), (each such day, a “LIBOR Determination Date”), LIBOR shall equal the rate, as obtained by theCalculation Agent for three-month U.S. Dollar deposits in Europe, which appears on Telerate Page 3750 (as defined in the International Swaps and Derivatives Association, Inc. 1991 Interest Rate and Currency Exchange Definitions) or such other pageas may replace such Telerate Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination Date, as reported by Bloomberg Financial Markets Commodities News; *provided, however*, that in the case of the first interest payment period,LIBOR will be interpolated from LIBOR for three-month U.S. Dollar deposits in Europe and LIBOR for four-month U.S. Dollar deposits in Europe on a straight-line basis. “LIBOR Business Day” means any day that is not a Saturday, Sunday orother day on which commercial banking institutions in New York, New York or Wilmington, Delaware are authorized or obligated by law or executive order to be closed. If such rate is superseded on Telerate Page 3750 by a corrected rate before 12:00noon (London time) on the same LIBOR Determination Date, the corrected rate as so substituted will be the applicable LIBOR for that LIBOR Determination Date.  (2)  If, on any LIBOR Determination Date, such rate does not appear on Telerate Page 3750 as reported by Bloomberg Financial Markets CommoditiesNews or such other page as may replace such Telerate Page 3750, the Calculation Agent shall determine the arithmetic mean of the offered quotations of the Reference Banks (as defined below) to leading banks in the London interbank market forthree-month U.S. Dollar deposits in Europe (in an amount determined by the Calculation Agent) by reference to requests for quotations as of approximately 11:00 a.m. (London time) on the LIBOR Determination Date made by the Calculation Agent to theReference Banks. If, on any LIBOR Determination Date, at least two of the Reference Banks provide such quotations, LIBOR shall equal the arithmetic mean of such quotations. If, on any LIBOR Determination Date, only one or none of the Reference Banksprovide such a quotation, LIBOR shall be deemed to be the arithmetic mean of the offered quotations that at least two leading banks in the City of New York (as selected by the Calculation Agent) are quoting on the relevant LIBOR Determination Datefor three-month U.S. Dollar deposits in Europe at approximately 11:00 a.m. (London time) (in an amount determined by the Calculation Agent). As used herein, “Reference Banks” means four major banks in the London interbank market selectedby the Calculation Agent. 16 
 (3)  If the Calculation Agent is required but is unableto determine a rate in accordance with at least one of the procedures provided above, LIBOR shall be LIBOR in effect on the previous LIBOR Determination Date (whether or not LIBOR for such period was in fact determined on such LIBOR DeterminationDate).  (c)  All percentages resulting from any calculations on the Debt Securities willbe 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 amountsused in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upward).  (d)  On each LIBOR Determination Date, the Calculation Agent shall notify, in writing, the Company and the Paying Agent of the applicable Interest Rate in effect for the related Interest Payment Date. TheCalculation Agent shall, upon the request of the holder of any Debt Securities, provide the Interest Rate then in effect. All calculations made by the Calculation Agent in the absence of manifest error shall be conclusive for all purposes andbinding on the Company and the Holders of the Debt Securities. The Paying Agent shall be entitled to rely on information received from the Calculation Agent or the Company as to the Interest Rate. The Company shall, from time to time, provide anynecessary information to the Paying Agent relating to any original issue discount and interest on the Debt Securities that is included in any payment and reportable for taxable income calculation purposes.  SECTION 2.11.  *Extension of Interest Payment Period.* So long as no Event of Default hasoccurred and is continuing, the Company shall have the right, from time to time and without causing an Event of Default, to defer payments of interest on the Debt Securities by extending the interest payment period on the Debt Securities at any timeand from time to time during the term of the Debt Securities, for up to twenty consecutive quarterly periods (each such extended interest payment period, an “Extension Period”), during which Extension Period no interest shall be due andpayable (except any Additional Interest that may be due and payable). No Extension Period may end on a date other than an Interest Payment Date. During any Extension Period, interest will continue to accrue on the Debt Securities, and interest onsuch accrued interest (such accrued interest and interest thereon referred to herein as “Deferred Interest”) will accrue, at the Interest Rate, compounded quarterly from the date such Deferred Interest would have been payable were it notfor the Extension Period, both to the extent permitted by law. No interest or Deferred Interest shall be due and payable during an Extension Period, except at the end thereof. At the end of any such Extension Period the Company shall pay allDeferred Interest then accrued and unpaid on the Debt Securities; *provided*,*however*, that no Extension Period may extend beyond the Maturity Date; and *provided further*, *however*, that during any such Extension Period, theCompany shall be subject to the restrictions set forth in Section 3.08 of this Indenture. Prior to the termination of any Extension Period, the Company may further extend such period, *provided*, that such period together with all such previousand further consecutive extensions thereof shall not exceed twenty consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all Deferred Interest, the Company maycommence a new Extension Period, subject to the foregoing requirements. The Company 17 
must give the Trustee notice of its election to begin such Extension Period at least one Business Day prior to the earlier of (i) the nextsucceeding date on which interest on the Debt Securities would have been payable except for the election to begin such Extension Period or (ii) the date such interest is payable, but in any event not later than the related regular record date. TheTrustee shall give notice of the Company’s election to begin a new Extension Period to the Securityholders.  SECTION 2.12.  *CUSIP Numbers.* The Company in issuing the Debt Securities may use“CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Securityholders; *provided*, that any such notice may state that no representation ismade as to the correctness of such numbers either as printed on the Debt Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Debt Securities, and any suchredemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the CUSIP numbers.  **ARTICLE III** **PARTICULAR COVENANTS OF THECOMPANY** SECTION 3.01.  *Payment of Principal, Premium and Interest; Agreed Treatment of the Debt Securities.* (a)  The Company covenants and agrees that it will duly and punctually pay or cause to be paid the principal of and premium, if any, and interest on the Debt Securities at the place, at the respective times and inthe manner provided in this Indenture and the Debt Securities. At the option of the Company, each installment of interest on the Debt Securities may be paid (i) by mailing checks for such interest payable to the order of the holders of DebtSecurities entitled thereto as they appear on the Debt Security Register or (ii) by wire transfer to any account with a banking institution located in the United States designated by such Person to the paying agent no later than the related recorddate.  (b)  The Company will treat the Debt Securities as indebtedness, and the interestpayable in respect of such Debt Securities as interest, for all U.S. federal income tax purposes. All payments in respect of such Debt Securities will be made free and clear of U.S. withholding tax to any beneficial owner thereof that has providedan Internal Revenue Service Form W-8 BEN (or any substitute or successor form) establishing its non-U.S. status for U.S. federal income tax purposes.  (c)  As of the date of this Indenture, the Company has no intention to exercise its right under Section 2.11 to defer payments of interest on theDebt Securities by commencing an Extension Period.  (d)  As of the date of thisIndenture, the Company believes that the likelihood that it would exercise its right under Section 2.11 to defer payments of interest on the Debt Securities by commencing an Extension Period at any time during which the Debt Securities are18 
outstanding is remote because of the restrictions that would be imposed on the Company’s ability to declare or pay dividends ordistributions on, or to redeem, purchase or make a liquidation payment with respect to, any of its outstanding equity and on the Company’s ability to make any payments of principal of or interest on, or repurchase or redeem, any of its debtsecurities that rank *pari passu* in all respects with (or junior in interest to) the Debt Securities.  SECTION 3.02.  *Offices for Notices and Payments, etc.* So long as any of the Debt Securitiesremain outstanding, the Company will maintain in Wilmington, Delaware or in Redlands, California an office or agency where the Debt Securities may be presented for payment, an office or agency where the Debt Securities may be presented forregistration of transfer and for exchange as provided in this Indenture and an office or agency where notices and demands to or upon the Company in respect of the Debt Securities or of this Indenture may be served. The Company will give to theTrustee written notice of the location of any such office or agency and of any change of location thereof. Until otherwise designated from time to time by the Company in a notice to the Trustee, or specified as contemplated by Section 2.05, suchoffice or agency for all of the above purposes shall be the Principal Office of the Trustee. In case the Company shall fail to maintain any such office or agency in Wilmington, Delaware or in Redlands, California or shall fail to give such notice ofthe location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Principal Office of the Trustee.  In addition to any such office or agency, the Company may from time to time designate one or more offices or agencies outside Wilmington, Delaware or Redlands, California where the Debt Securities maybe presented for registration of transfer and for exchange in the manner provided in this Indenture, and the Company may from time to time rescind such designation, as the Company may deem desirable or expedient; *provided*, *however*,that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain any such office or agency in Wilmington, Delaware or in Redlands, California for the purposes above mentioned. The Company will give to theTrustee prompt written notice of any such designation or rescission thereof.  SECTION3.03.  *Appointments to Fill Vacancies in Trustee’s Office.* The Company, whenevernecessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 6.09, a Trustee, so that there shall at all times be a Trustee hereunder.  SECTION 3.04.  *Provision as to Paying Agent.* (a)  If the Company shallappoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.04,  (1)  that it will hold all sums held by it as such agent for the payment of the principal of andpremium, if any, or interest, if any, on the Debt Securities (whether such sums have been paid to it by the Company or by any other obligor 19 
on the Debt Securities) in trust for the benefit of the holders of the Debt Securities;  (2)  that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligoron the Debt Securities) to make any payment of the principal of and premium, if any, or interest, if any, on the Debt Securities when the same shall be due and payable; and  (3)  that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to theTrustee all sums so held in trust by such paying agent.  (b)  If the Company shall actas its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest, if any, on the Debt Securities, set aside, segregate and hold in trust for the benefit of the holders of the Debt Securities a sumsufficient to pay such principal, premium or interest so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debt Securities) to make any paymentof the principal of and premium, if any, or interest, if any, on the Debt Securities when the same shall become due and payable.  Whenever the Company shall have one or more paying agents for the Debt Securities, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the DebtSecurities, deposit with a paying agent a sum sufficient to pay the principal, premium or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) theCompany shall promptly notify the Trustee in writing of its action or failure to act.  (c)  Anything in this Section 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debt Securities, or for any other reason, pay,or direct any paying agent to pay to the Trustee all sums held in trust by the Company or any such paying agent, such sums to be held by the Trustee upon the same terms and conditions herein contained.  (d)  Anything in this Section 3.04 to the contrary notwithstanding, the agreement to hold sums in trust asprovided in this Section 3.04 is subject to Sections 12.03 and 12.04.  (e)  The Companyhereby initially appoints the Trustee to act as paying agent.  SECTION 3.05.  *Certificate to Trustee.* The Company will deliver to the Trustee on or before 120days after the end of each fiscal year, so long as Debt Securities are outstanding hereunder, a Certificate stating that in the course of the performance by the signers of their duties as officers of the Company they would normally have knowledge ofany default by the Company in the performance of any covenants contained herein, stating whether or not they have knowledge of any such default and, if so, specifying each such default of which the signers have knowledge and the nature thereof.20 
 SECTION 3.06.  *Additional Interest.* If and for so long as the Trust is the holder of all DebtSecurities and is subject to any additional taxes (including withholding taxes), duties, assessments or other governmental charges as a result of a Tax Event, the Company will pay such additional amounts (the “Additional Interest”) on theDebt Securities as shall be required so that the net amounts received and retained by the Trust after paying taxes, duties, assessments or other governmental charges will be equal to the amounts the Trust would have received if no such taxes,duties, assessments or other governmental charges had been imposed. Whenever in this Indenture or the Debt Securities there is a reference in any context to the payment of principal of or interest on the Debt Securities, such mention shall be deemedto include mention of payments of the Additional Interest provided for in this paragraph to the extent that, in such context, Additional Interest is, was or would be payable in respect thereof pursuant to the provisions of this paragraph and expressmention of the payment of Additional Interest (if applicable) in any provisions hereof shall not be construed as excluding Additional Interest in those provisions hereof where such express mention is not made, *provided*,*however*, thatthe deferral of the payment of interest during an Extension Period pursuant to Section 2.11 shall not defer the payment of any Additional Interest that may be due and payable.  SECTION 3.07.  *Compliance with Consolidation Provisions.* The Company will not, while any of theDebt Securities remain outstanding, consolidate with, or merge into any other Person, or merge into itself, or sell or convey all or substantially all of its property to any other Person unless the provisions of Article XI hereof are complied with. SECTION 3.08.  *Limitation on Dividends.* If Debt Securities are initially issued to the Trust ora trustee of such Trust in connection with the issuance of Trust Securities by the Trust (regardless of whether Debt Securities continue to be held by such Trust) and (i) there shall have occurred and be continuing an Event of Default, (ii) theCompany shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election to defer payments of interest on the Debt Securities by extending theinterest payment period as provided herein and such period, or any extension thereof, shall have commenced and be continuing, then the Company may not (A) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make aliquidation payment with respect to, any of the Company’s capital stock or (B) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank *pari passu* inall respects with or junior in interest to the Debt Securities (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company (I) in connection with any employment contract, benefit plan or other similararrangement with or for the benefit of one or more employees, officers, directors or consultants, (II) in connection with a dividend reinvestment or stockholder stock purchase plan or (III) in connection with the issuance of capital stock of theCompany (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of (i), (ii) or (iii) above, (b) as a result of any exchange or conversion of anyclass or series of the 21 
Company’s capital stock (or any capital stock of a subsidiary of the Company) for any class or series of the Company’s capital stockor of any class or series of the Company’s indebtedness for any class or series of the Company’s capital stock, (c) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchangeprovisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any stockholder’s rights plan, or the issuance of rights, stock or other property under any stockholder’srights plan, or the redemption or repurchase of rights pursuant thereto, or (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 otherrights is the same stock as that on which the dividend is being paid or ranks *pari passu* with or junior to such stock).  SECTION 3.09.  *Covenants as to the Trust.* For so long as such Trust Securities remainoutstanding, the Company shall maintain 100% ownership of the Common Securities; *provided*,*however*, that any permitted successor of the Company under this Indenture that is a U.S. Person may succeed to the Company’s ownership ofsuch Common Securities. The Company, as owner of the Common Securities, shall use commercially reasonable efforts to cause the Trust (a) to remain a statutory business trust, except in connection with a distribution of Debt Securities to the holdersof Trust Securities in liquidation of the Trust, the redemption of all of the Trust Securities or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, (b) to otherwise continue to be classified as a grantor trustfor United States federal income tax purposes and (c) to cause each holder of Trust Securities to be treated as owning an undivided beneficial interest in the Debt Securities.  **ARTICLE IV** **LISTS AND REPORTS****BY THE COMPANY AND THE TRUSTEE** SECTION 4.01.  *Securityholders’ Lists.* The Company covenants and agrees that it willfurnish or cause to be furnished to the Trustee:  (a)  on each regular record date foran Interest Payment Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Securityholders of the Debt Securities as of such record date; and  (b)  at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list ofsimilar form and content as of a date not more than 15 days prior to the time such list is furnished;  except thatno such lists need be furnished under this Section 4.01 so long as the Trustee is in possession thereof by reason of its acting as Debt Security registrar. 22 
 SECTION 4.02.  *Preservation and Disclosure of Lists*.  (a)  The Trusteeshall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holders of Debt Securities (1) contained in the most recent list furnished to it as provided in Section 4.01 or (2) received byit in the capacity of Debt Securities registrar (if so acting) hereunder. The Trustee may destroy any list furnished to it as provided in Section 4.01 upon receipt of a new list so furnished.  (b)  In case three or more holders of Debt Securities (hereinafter referred to as “applicants”) apply in writing to the Trustee andfurnish to the Trustee reasonable proof that each such applicant has owned a Debt Security for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with otherholders of Debt Securities with respect to their rights under this Indenture or under such Debt Securities and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shallwithin five Business Days after the receipt of such application, at its election, either:  (1)  afford such applicants access to the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 4.02, or  (2)  inform such applicants as to the approximate number of holders of Debt Securities whose names and addresses appear in the informationpreserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 4.02, and as to the approximate cost of mailing to such Securityholders the form of proxy or other communication, if any, specified in suchapplication.  If the Trustee shall elect not to afford such applicants access to such information, the Trusteeshall, upon the written request of such applicants, mail to each Securityholder of Debt Securities whose name and address appear in the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of thisSection 4.02 a copy of the form of proxy or other communication which is specified in such request with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonableexpenses of mailing, unless within five days after such tender, the Trustee shall mail to such applicants and file with the Securities and Exchange Commission, if permitted or required by applicable law, together with a copy of the material to bemailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the holders of all Debt Securities, as the case may be, or would be in violation of applicable law. Such writtenstatement shall specify the basis of such opinion. If said Commission, as permitted or required by applicable law, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing tosustain any of such objections or if, after the entry of an order sustaining one or more of such objections, said Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter anorder so declaring, the Trustee shall mail copies of such material to all such Securityholders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or dutyto such applicants respecting their application. 23 
 (c)  Each and every holder of Debt Securities, byreceiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any paying agent shall be held accountable by reason of the disclosure of any such information as to the names and addresses of theholders of Debt Securities in accordance with the provisions of subsection (b) of this Section 4.02, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing anymaterial pursuant to a request made under said subsection (b).  **ARTICLE V** **REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS****UPONAN EVENT OF DEFAULT** SECTION 5.01.  *Events of Default*.  The following events shall be “Events of Default”with respect to Debt Securities:  (a)  the Company defaults in the payment of anyinterest upon any Debt Security when it becomes due and payable, and continuance of such default for a period of 30 days; for the avoidance of doubt, an extension of any interest payment period by the Company in accordance with Section 2.11 of thisIndenture shall not constitute a default under this clause 5.01(a); or  (b)  the Companydefaults in the payment of all or any part of the principal of (or premium, if any, on) any Debt Securities as and when the same shall become due and payable either at maturity, upon redemption, by declaration of acceleration or otherwise; or (c)  the Company defaults in the performance of, or breaches, any of its covenants oragreements in Sections 3.06, 3.07, 3.08 and 3.09 of this Indenture (other than a covenant or agreement a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breachfor a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the holders of not less than 25% in aggregate principal amount of the outstanding DebtSecurities, 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)  a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary case underany applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of its property,or orders 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  (e)  the Company 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 similarofficial) of the Company or of any substantial part of its property, 24 
 or shall make any general assignment for the benefit of creditors, or shall failgenerally to pay its debts as they become due; or  (f)  the Trust shall have voluntarilyor involuntarily liquidated, dissolved, wound-up its business or otherwise terminated its existence except in connection with (1) the distribution of the Debt Securities to holders of the Trust Securities in liquidation of their interests in theTrust, (2) the redemption of all of the outstanding Trust Securities or (3) certain mergers, consolidations or amalgamations, each as permitted by the Declaration.  If an Event of Default occurs and is continuing with respect to the Debt Securities, then, and in each and every such case, unless the principal of the Debt Securitiesshall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Debt Securities then outstanding hereunder, by notice in writing to the Company (and to the Trustee if given bySecurityholders), may declare the entire principal of the Debt Securities and the interest accrued, but unpaid, thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. The foregoing provisions, however, are subject to the condition that if, at any time after the principal of theDebt Securities shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, (i) the Company shall pay or shall deposit with the Trusteea sum sufficient to pay all matured installments of interest upon all the Debt Securities and the principal of and premium, if any, on the Debt Securities which shall have become due otherwise than by acceleration (with interest upon such principaland premium, if any, and Deferred Interest, to the extent permitted by law) and such amount as shall be sufficient to cover reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and allother amounts due to the Trustee pursuant to Section 6.06, if any, and (ii) all Events of Default under this Indenture, other than the non-payment of the principal of or premium, if any, on Debt Securities which shall have become due byacceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in every such case the holders of a majority in aggregate principal amount of the Debt Securities then outstanding, by written notice to the Company andto the Trustee, may waive all defaults and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon. In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shallhave been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the Trustee and the holders of the Debt Securitiesshall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Trustee and the holders of the Debt Securities shall continue as though no such proceeding had been taken.25 
 SECTION 5.02.  *Payment of Debt Securities on Default; Suit Therefor*.  The Company covenants thatupon the occurrence of an Event of Default pursuant to clause 5.01(a) or 5.01(b) and upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Debt Securities, the whole amount that then shall have becomedue and payable on all Debt Securities for principal and premium, if any, or interest, or both, as the case may be, including Deferred Interest accrued on the Debt Securities; and, in addition thereto, such further amount as shall be sufficient tocover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any other amounts due to the Trustee under Section 6.06. In case the Company shall fail forthwith to pay suchamounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and mayprosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or any other obligor on such Debt Securities and collect in the manner provided by law out of the property ofthe Company or any other obligor on such Debt Securities wherever situated the moneys adjudged or decreed to be payable.  In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities under Bankruptcy Law, or in case a receiver or trustee shall have been appointed forthe property of the Company or such other obligor, or in the case of any other similar judicial proceedings relative to the Company or other obligor upon the Debt Securities, or to the creditors or property of the Company or such other obligor, theTrustee, irrespective of whether the principal of the Debt Securities shall then be due and payable as therein expressed or by declaration of acceleration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant tothe provisions of this Section 5.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the DebtSecurities and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to theTrustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all other amounts due to the Trustee under Section 6.06) and of the Securityholders allowed in such judicial proceedings relative tothe Company or any other obligor on the Debt Securities, or to the creditors or property of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Debt Securities in anyelection of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and to collect and receive any moneys or otherproperty payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Securityholdersto make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to theTrustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other amounts due to the Trustee under Section 6.06. 26 
 Nothing herein contained shall be construed to authorize the Trustee to authorizeor consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Debt Securities or the rights of any holder thereof or to authorize the Trustee to vote in respect ofthe claim of any Securityholder in any such proceeding.  All rights of action and of asserting claims under thisIndenture, or under any of the Debt Securities, may be enforced by the Trustee without the possession of any of the Debt Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceedinginstituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Debt Securities.  In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be aparty) the Trustee shall be held to represent all the holders of the Debt Securities, and it shall not be necessary to make any holders of the Debt Securities parties to any such proceedings.  SECTION 5.03.  *Application of Moneys Collected by Trustee*.  Any moneys collected by the Trusteeshall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation of the several Debt Securities in respect of which moneys have been collected, and stamping thereon thepayment, if only partially paid, and upon surrender thereof if fully paid:  First:  Tothe payment of costs and expenses incurred by, and reasonable fees of, the Trustee, its agents, attorneys and counsel, and of all other amounts due to the Trustee under Section 6.06;  Second:  To the payment of all Senior Indebtedness of the Company if and to the extent required by Article XV;  Third:  To the payment of the amounts then due and unpaid upon Debt Securities for principal (and premium, ifany), and interest on the Debt Securities, in respect of which or for the benefit of which money has been collected, ratably, without preference or priority of any kind, according to the amounts due on such Debt Securities for principal (andpremium, if any) and interest, respectively; and  Fourth:  The balance, if any, to theCompany.  SECTION 5.04.  *Proceedings by Securityholders*.  No holder of any Debt Security shall have anyright to institute any suit, action or proceeding for any remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default with respect to the Debt Securities and unless the holders of not lessthan 25% in aggregate principal amount of the Debt Securities then outstanding shall have given the Trustee a written request to institute such action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it mayrequire 27 
against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request andoffer of indemnity shall have failed to institute any such action, suit or proceeding; *provided*, that no holder of Debt Securities shall have any right to prejudice the rights of any other holder of Debt Securities, obtain priority orpreference over any other such holder or enforce any right under this Indenture except in the manner herein provided and for the equal, ratable and common benefit of all holders of Debt Securities.  Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debt Security to receive payment of theprincipal of, premium, if any, and interest on such Debt Security when due, or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the consent of such holder. For the protection and enforcement of theprovisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.  SECTION 5.05.  *Proceedings by Trustee*.  In case of an Event of Default hereunder the Trustee mayin its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either by suit in equity or byaction at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legalor equitable right vested in the Trustee by this Indenture or by law.  SECTION 5.06.  *Remedies Cumulative and Continuing*.  Except as otherwise provided in Section 2.06,all powers and remedies given by this Article V to the Trustee or to the Securityholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or the holders of theDebt Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture or otherwise established with respect to the Debt Securities, and no delay or omission of theTrustee or of any holder of any of the Debt Securities to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any suchdefault or an acquiescence therein; and, subject to the provisions of Section 5.04, every power and remedy given by this Article V or by law to the Trustee or to the Securityholders may be exercised from time to time, and as often as shall be deemedexpedient, by the Trustee or by the Securityholders.  SECTION 5.07.  *Direction of Proceedings and Waiver of Defaults by Majority of Securityholders*.  The holders of a majority in aggregate principal amount of the Debt Securities affected (voting as one class) at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for anyremedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to such Debt Securities; *provided*, *however*, that (subject to the provisions of Section 6.01) the Trustee shall have the28 
right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to theholders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action orproceedings so directed would involve the Trustee in personal liability. Prior to any declaration accelerating the maturity of the Debt Securities, the holders of a majority in aggregate principal amount of the Debt Securities at the timeoutstanding may on behalf of the holders of all of the Debt Securities waive (or modify any previously granted waiver of) any past default or Event of Default and its consequences, except a default (a) in the payment of principal of, premium, ifany, or interest on any of the Debt Securities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debt Security affected, or (c) in respect of the covenants contained inSection 3.09; *provided*, *however*, that if the Debt Securities are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in liquidation preferenceof the Trust Securities of the Trust shall have consented to such waiver or modification to such waiver; *provided*, *further*, that if the consent of the holder of each outstanding Debt Security is required, such waiver shall not beeffective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee andthe holders of the Debt Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 5.07, said default or Event of Default shall for all purposes of the Debt Securities and this Indenture be deemed to have been cured and to be notcontinuing.  SECTION 5.08.  *Notice of Defaults*.  The Trustee shall, within 90 days after a ResponsibleOfficer of the Trustee shall have actual knowledge or received written notice of the occurrence of a default with respect to the Debt Securities, mail to all Securityholders, as the names and addresses of such holders appear upon the Debt SecurityRegister, notice of all defaults with respect to the Debt Securities known to the Trustee, unless such defaults shall have been cured before the giving of such notice (the term “defaults” for the purpose of this Section 5.08 being herebydefined to be the events specified in subsections (a), (b), (c), (d) and (e) of Section 5.01, not including periods of grace, if any, provided for therein); *provided*, that, except in the case of default in the payment of the principal of,premium, if any, or interest on any of the Debt Securities, the Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Trustee in good faith determines that the withholding of such notice is in theinterests of the Securityholders.  SECTION 5.09.  *Undertaking to Pay Costs*.  All parties to this Indenture agree, and each holderof any Debt Security by such holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against theTrustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its 29 
discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having dueregard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.09 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder, or group ofSecurityholders, holding in the aggregate more than 10% in principal amount of the Debt Securities outstanding, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of (or premium, if any) or intereston any Debt Security against the Company on or after the same shall have become due and payable.  **ARTICLE VI** **CONCERNING THE TRUSTEE** SECTION 6.01.  *Duties and Responsibilities of Trustee*.  With respect to the holders of DebtSecurities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debt Securities and after the curing or waiving of all Events of Default which may have occurred, with respect to the Debt Securities,undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Debt Securities has occurred (which has not been cured or waived) the Trustee shall exercise suchof the rights and powers vested in it by this Indenture, 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 such person’s own affairs.  No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its ownnegligent failure to act or its own willful misconduct, except that:  (a)  prior to theoccurrence of an Event of Default with respect to the Debt Securities and after the curing or waiving of all Events of Default which may have occurred  (1)  the duties and obligations of the Trustee with respect to the Debt Securities shall be determined solely by the express provisions of thisIndenture, and the Trustee shall not be liable except for the performance of such duties and obligations with respect to the Debt Securities as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read intothis Indenture against the Trustee; and  (2)  in the absence of bad faith on the part ofthe Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture;but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on theirface to the requirements of this Indenture; 30 
 (b)  the Trustee shall not be liable for any error ofjudgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;  (c)  the 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 directionof the Securityholders pursuant to Section 5.07, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and (d)  the Trustee shall not be charged with knowledge of any Default or Event of Defaultwith respect to the Debt Securities unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to the Trustee by the Companyor any other obligor on the Debt Securities or by any holder of the Debt Securities, except with respect to an Event of Default pursuant to Sections 5.01(a) or 5.01(b) hereof (other than an Event of Default resulting from the default in the paymentof Additional Interest or premium, if any, if the Trustee does not have actual knowledge or written notice that such payment is due and payable), of which the Trustee shall be deemed to have knowledge.  None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personalfinancial liability in the performance of any of its duties or in the exercise of any of its rights or powers.  SECTION 6.02.  *Reliance on Documents, Opinions, etc*.  Except as otherwise provided in Section6.01:  (a)  the Trustee may conclusively rely and shall be fully protected in acting orrefraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, debenture or other paper or document believed by it in good faith to be genuine and to have been signed orpresented by the proper party or parties;  (b)  any request, direction, order or demandof the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereofcertified by the Secretary or an Assistant Secretary of the Company;  (c)  the Trusteemay consult with counsel of its selection and any advice or Opinion of 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 accordance with suchadvice or Opinion of Counsel;  (d)  the Trustee shall be under no obligation to exerciseany of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders, pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee reasonablesecurity or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; 31 
 (e)  the Trustee shall not be liable for any actiontaken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation, upon theoccurrence of an Event of Default with respect to the Debt Securities (that has not been cured or waived) to exercise with respect to the Debt Securities such of the rights and powers vested in it by this Indenture, and to use the same degree ofcare and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs;  (f)  the 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, coupon or other paper or document, unless requested in writing to do so by the holders of not less than a majority in principal amount of the outstanding DebtSecurities affected thereby; *provided, however*, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of theTrustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding; and  (g)  the Trustee may execute any of the trusts or powers hereunder or perform any duties hereundereither directly or by or through agents (including any Authenticating Agent) or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it with due care. SECTION 6.03.  *No Responsibility for Recitals, etc*.  The recitals contained herein and in theDebt Securities (except in the certificate of authentication of the Trustee or the Authenticating Agent) shall be taken as the statements of the Company and the Trustee and the Authenticating Agent assume no responsibility for the correctness of thesame. The Trustee and the Authenticating Agent make no representations as to the validity or sufficiency of this Indenture or of the Debt Securities. The Trustee and the Authenticating Agent shall not be accountable for the use or application by theCompany of any Debt Securities or the proceeds of any Debt Securities authenticated and delivered by the Trustee or the Authenticating Agent in conformity with the provisions of this Indenture.  SECTION 6.04.  *Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own Debt Securities*.  The Trustee or any Authenticating Agent or any paying agent or any transfer agent or any Debt Security registrar, in its individual or any other capacity, may become the owner or pledgee of Debt Securities with the samerights it would have if it were not Trustee, Authenticating Agent, paying agent, transfer agent or Debt Security registrar.  SECTION 6.05.  *Moneys to be Held in Trust*.  Subject to the provisions of Section 12.04, allmoneys received by the Trustee or any paying agent shall, until used or applied as herein provided, be held in trust for the purpose for which they were received, but need not be segregated from other funds except to the extent 32 
required by law. The Trustee and any paying agent shall be under no liability for interest on any money received by it hereunder except asotherwise agreed in writing with the Company. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such moneys, if any, shall be paid from time to time to the Company upon the written order of theCompany, signed by the Chairman of the Board of Directors, the President, the Chief Operating Officer, a Vice President, the Treasurer or an Assistant Treasurer of the Company.  SECTION 6.06.  *Compensation and Expenses of Trustee*.  The Company covenants and agrees to pay tothe Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed to in writing between the Company and the Trustee (which shall not be limited by any provision of law in regard to the compensation of atrustee of an express trust), and the Company will pay or reimburse the Trustee upon its written request for all documented reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions ofthis Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance that arises from its negligence orbad faith. The Company also covenants to indemnify each of the Trustee (including in its individual capacity) and any predecessor Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any and all loss,damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee), except to the extent such loss, damage, claim, liability or expense results from the negligence or bad faith of such indemnitee, arising outof or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in the premises. The obligations of the Company under this Section 6.06 to compensate andindemnify the Trustee and to pay or reimburse the Trustee for documented expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the DebtSecurities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Debt Securities.  Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event ofDefault specified in subsections (d), (e) or (f) of Section 5.01, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under anyapplicable federal or state bankruptcy, insolvency or other similar law.  The provisions of this Section shallsurvive the resignation or removal of the Trustee and the defeasance or other termination of this Indenture.  SECTION 6.07.  *Officers’ Certificate as Evidence*.  Except as otherwise provided in Sections6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless otherevidence in respect thereof be herein specifically prescribed) may, in the 33 
absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture uponthe faith thereof.  SECTION 6.08.  *Eligibility of Trustee*.  The Trustee hereunder shall at all times be a U.S.Person that is a banking corporation organized and doing business under the laws of the United States of America or any state thereof or of the District of Columbia and authorized under such laws to exercise corporate trust powers, having a combinedcapital and surplus of at least fifty million U.S. dollars ($50,000,000) and subject to supervision or examination by federal, state, or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuantto law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 6.08 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth inits most recent records of condition so published.  The Company may not, nor may any Person directly or indirectlycontrolling, controlled by, or under common control with the Company, serve as Trustee, notwithstanding that such corporation shall be otherwise eligible and qualified under this Article.  In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.08, the Trustee shall resign immediately in the manner andwith the effect specified in Section 6.09.  If the Trustee has or shall acquire any “conflictinginterest” within the meaning of § 310(b) of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to this Indenture.  SECTION 6.09.  *Resignation or Removal of Trustee*.  (a)  The Trustee,or any trustee or trustees hereafter appointed, may at any time resign by giving written notice of such resignation to the Company and by mailing notice thereof, at the Company’s expense, to the holders of the Debt Securities at their addressesas they shall appear on the Debt Security Register. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees by written instrument, in duplicate, executed by order of its Board of Directors, onecopy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the mailing of such notice ofresignation to the affected Securityholders, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Securityholder who has been a bona fide holder of a Debt Security or DebtSecurities for at least six months may, subject to the provisions of Section 5.09, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court 34 
may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee.  (b)  In case at any time any of the following shall occur—  (1)  the Trustee shall fail to comply with the provisions of the last paragraph of Section 6.08 after writtenrequest therefor by the Company or by any Securityholder who has been a bona fide holder of a Debt Security or Debt Securities for at least six months,  (2)  the Trustee shall cease to be eligible in accordance with the provisions of Section 6.08 and shall fail to resign after written requesttherefor by the Company or by any such Securityholder, or  (3)  the Trustee shall becomeincapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose ofrehabilitation, conservation or liquidation,  then, in any such case, the Company may remove the Trustee andappoint a successor Trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or, subject to theprovisions of Section 5.09, if no successor Trustee shall have been so appointed and have accepted appointment within 30 days of the occurrence of any of (1),(2) or (3) above, any Securityholder who has been a bona fide holder of a Debt Security orDebt Securities for at least six months may, on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Such court maythereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor Trustee.  (c)  Upon prior written notice to the Company and the Trustee, the holders of a majority in aggregate principal amount of the Debt Securities at the time outstanding may at any time removethe Trustee and nominate a successor Trustee, which shall be deemed appointed as successor Trustee unless within ten Business Days after such nomination the Company objects thereto, in which case or in the case of a failure by such holders tonominate a successor Trustee, the Trustee so removed or any Securityholder, upon the terms and conditions and otherwise as in subsection (a) of this Section 6.09 provided, may petition any court of competent jurisdiction for an appointment of asuccessor.  (d)  Any resignation or removal of the Trustee and appointment of asuccessor Trustee pursuant to any of the provisions of this Section 6.09 shall become effective upon acceptance of appointment by the successor Trustee as provided in Section 6.10.  SECTION 6.10.  *Acceptance by Successor Trustee*.  Any successor Trustee appointed as provided inSection 6.09 shall execute, acknowledge and deliver to the Company and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the retiring Trustee 35 
shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers,duties and obligations with respect to the Debt Securities of its predecessor hereunder, with like effect as if originally named as Trustee herein; but, nevertheless, on the written request of the Company or of the successor Trustee, the Trusteeceasing to act shall, upon payment of the amounts then due it pursuant to the provisions of Section 6.06, execute and deliver an instrument transferring to such successor Trustee all the rights and powers of the Trustee so ceasing to act and shallduly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Company shall execute any and all instruments in writing for more fully andcertainly vesting in and confirming to such successor Trustee all such rights and powers. Any Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such Trustee to secure any amounts then due itpursuant to the provisions of Section 6.06.  If a successor Trustee is appointed, the Company, the retiringTrustee and the successor Trustee shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiringTrustee with respect to the Debt Securities as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary toprovide for or facilitate the administration of the Trust hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each suchTrustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee.  No successor Trustee shall accept appointment as provided in this Section 6.10 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 6.08. In no event shall a retiring Trustee be liable for the acts or omissions of any successor Trustee hereunder. Upon acceptance of appointment by a successor Trustee as provided in this Section 6.10, the Company shall mailnotice of the succession of such Trustee hereunder to the holders of Debt Securities at their addresses as they shall appear on the Debt Security Register. If the Company fails to mail such notice within ten Business Days after the acceptance ofappointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Company.  SECTION 6.11.  *Succession by Merger, etc.* Any corporation into which the Trustee may be mergedor converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trustbusiness of the Trustee, shall be the successor of the Trustee hereunder without the execution or filing of any paper or any further act on the part of 36 
any of the parties hereto; *provided*, that such corporation shall be otherwise eligible and qualified under this Article.  In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the DebtSecurities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such Debt Securities so authenticated; and in case at that time any ofthe Debt Securities shall not have been authenticated, any successor to the Trustee may authenticate such Debt Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such cases suchcertificates shall have the full force which it is anywhere in the Debt Securities or in this Indenture provided that the certificate of the Trustee shall have; *provided*, *however*, that the right to adopt the certificate ofauthentication of any predecessor Trustee or authenticate Debt Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.  SECTION 6.12.  *Authenticating Agents.* There may be one or more Authenticating Agents appointedby the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debt Securities issued upon exchange or registration of transfer thereof as fully to all intents andpurposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debt Securities; *provided*, that the Trustee shall have no liability to the Company for any acts or omissions of the AuthenticatingAgent with respect to the authentication and delivery of Debt Securities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or ofthe District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbiaauthority. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 6.12 the combined capital and surplus of such corporation shall be deemed tobe its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately inthe manner and with the effect herein specified in this Section.  Any corporation into which any AuthenticatingAgent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all orsubstantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filingof any paper or any further act on the part of the parties hereto or such Authenticating Agent.  AnyAuthenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debt Securities by giving writtennotice 37 
of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or incase at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall givewritten notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debt Securities as the names and addresses of such holders appear on the Debt Security Register. Any successor Authenticating Agent uponacceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debt Securities of its predecessor hereunder, with like effect as if originally named as Authenticating Agentherein.  The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for itsservices. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.  **ARTICLE VII** **CONCERNING THE SECURITYHOLDERS** SECTION 7.01.  *Action by Securityholders.* Whenever in this Indenture it is provided that theholders of a specified percentage in aggregate principal amount of the Debt Securities may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact thatat the time of taking any such action the holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by such Securityholders in person or by agent or proxyappointed in writing, or (b) by the record of such holders of Debt Securities voting in favor thereof at any meeting of such Securityholders duly called and held in accordance with the provisions of Article VIII, or (c) by a combination of suchinstrument or instruments and any such record of such a meeting of such Securityholders or (d) by any other method the Trustee deems satisfactory.  If the Company shall solicit from the Securityholders any request, demand, authorization, direction, notice, consent, waiver or other action or revocation of the same, the Company may, at its option,as evidenced by an Officers’ Certificate, fix in advance a record date for such Debt Securities for the determination of Securityholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action orrevocation of the same, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action or revocation of the same may be given before or afterthe record date, but only the Securityholders of record at the close of business on the record date shall be deemed to be Securityholders for the purposes of determining whether Securityholders of the requisite proportion of outstanding DebtSecurities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action or revocation of the same, and for that purpose the outstanding Debt Securities shall be computed as of therecord date; *provided*, *however*, that no such authorization, agreement or consent by such Securityholders on the record date shall be deemed 38 
effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. SECTION 7.02.  *Proof of Execution by Securityholders.* Subject to the provisions of Sections6.01, 6.02 and 8.05, proof of the execution of any instrument by a Securityholder or such Securityholder’s agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trusteeor in such manner as shall be satisfactory to the Trustee. The ownership of Debt Securities shall be proved by the Debt Security Register or by a certificate of the Debt Security registrar. The Trustee may require such additional proof of any matterreferred to in this Section as it shall deem necessary.  The record of any Securityholders’ meeting shall beproved in the manner provided in Section 8.06.  SECTION 7.03.  *Who Are Deemed Absolute Owners.* Prior to due presentment for registration oftransfer of any Debt Security, the Company, the Trustee, any Authenticating Agent, any paying agent, any transfer agent and any Debt Security registrar may deem the Person in whose name such Debt Security shall be registered upon the Debt SecurityRegister to be, and may treat such Person as, the absolute owner of such Debt Security (whether or not such Debt Security shall be overdue) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest onsuch Debt Security and for all other purposes; and neither the Company nor the Trustee nor any Authenticating Agent nor any paying agent nor any transfer agent nor any Debt Security registrar shall be affected by any notice to the contrary. All suchpayments so made to any holder for the time being or upon such holder’s order shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Debt Security. SECTION 7.04.  *Debt Securities Owned by Company Deemed Not Outstanding.* In determining whetherthe holders of the requisite aggregate principal amount of Debt Securities have concurred in any direction, consent or waiver under this Indenture, Debt Securities which are owned by the Company or any other obligor on the Debt Securities or by anyPerson directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Debt Securities shall be disregarded and deemed not to be outstanding for the purpose of any suchdetermination; *provided*, that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Debt Securities which a Responsible Officer of the Trustee actually knows are soowned shall be so disregarded. Debt Securities so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section 7.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’sright to vote such Debt Securities and that the pledgee is not the Company or any such other obligor or Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any 39 
such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be fullprotection to the Trustee.  SECTION 7.05.  *Revocation of Consents; Future Holders Bound.* At any time prior to (but notafter) the evidencing to the Trustee, as provided in Section 7.01, of the taking of any action by the holders of the percentage in aggregate principal amount of the Debt Securities specified in this Indenture in connection with such action, anyholder (in cases where no record date has been set pursuant to Section 7.01) or any holder as of an applicable record date (in cases where a record date has been set pursuant to Section 7.01) of a Debt Security (or any Debt Security issued in wholeor in part in exchange or substitution therefor) the serial number of which is shown by the evidence to be included in the Debt Securities the holders of which have consented to such action may, by filing written notice with the Trustee at thePrincipal Office of the Trustee and upon proof of holding as provided in Section 7.02, revoke such action so far as concerns such Debt Security (or so far as concerns the principal amount represented by any exchanged or substituted Debt Security).Except as aforesaid any such action taken by the holder of any Debt Security shall be conclusive and binding upon such holder and upon all future holders and owners of such Debt Security, and of any Debt Security issued in exchange or substitutiontherefor or on registration of transfer thereof, irrespective of whether or not any notation in regard thereto is made upon such Debt Security or any Debt Security issued in exchange or substitution therefor.  **ARTICLE VIII** **SECURITYHOLDERS’ MEETINGS** SECTION 8.01.  *Purposes of Meetings.* A meeting of Securityholders may be called at any time andfrom time to time pursuant to the provisions of this Article VIII for any of the following purposes:  (a)  to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to betaken by Securityholders pursuant to any of the provisions of Article V;  (b)  to removethe Trustee and nominate a successor trustee pursuant to the provisions of Article VI;  (c)  to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 9.02; or  (d)  to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of such DebtSecurities under any other provision of this Indenture or under applicable law. 40 
 SECTION 8.02.  *Call of Meetings by Trustee.* The Trustee may at any time call a meeting ofSecurityholders to take any action specified in Section 8.01, to be held at such time and at such place in New York or Wilmington, Delaware, as the Trustee shall determine. Notice of every meeting of the Securityholders, setting forth the time andthe place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed to holders of Debt Securities affected at their addresses as they shall appear on the Debt Securities Register. Such notice shall bemailed not less than 20 nor more than 180 days prior to the date fixed for the meeting.  SECTION8.03.  *Call of Meetings by Company or Securityholders.* In case at any time the Companypursuant to a Board Resolution, or the holders of at least 10% in aggregate principal amount of the Debt Securities, as the case may be, then outstanding, shall have requested the Trustee to call a meeting of Securityholders, by written requestsetting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Company or such Securityholders may determinethe time and the place in Redlands, California for such meeting and may call such meeting to take any action authorized in Section 8.01, by mailing notice thereof as provided in Section 8.02.  SECTION 8.04.  *Qualifications for Voting.* To be entitled to vote at any meeting ofSecurityholders a Person shall be (a) a holder of one or more Debt Securities with respect to which the meeting is being held or (b) a Person appointed by an instrument in writing as proxy by a holder of one or more such Debt Securities. The onlyPersons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of theCompany and its counsel.  SECTION 8.05.  *Regulations.* Notwithstanding any other provisions of this Indenture, the Trusteemay make such reasonable regulations as it may deem advisable for any meeting of Securityholders, in regard to proof of the holding of Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors ofvotes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate.  The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or bySecurityholders as provided in Section 8.03, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meetingshall be elected by majority vote at the meeting.  Subject to the provisions of Section 7.04, at any meeting eachholder of Debt Securities with respect to which such meeting is being held or proxy therefor shall be entitled to 41 
one vote for each $1,000 principal amount of Debt Securities held or represented by such holder; *provided*, *however*, that no voteshall be cast or counted at any meeting in respect of any Debt Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue ofDebt Securities held by such chairman or instruments in writing as aforesaid duly designating such chairman as the Person to vote on behalf of other Securityholders. Any meeting of Securityholders duly called pursuant to the provisions of Section8.02 or 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.  SECTION 8.06.  *Voting*.  The vote upon any resolution submitted to any meeting of holders of DebtSecurities with respect to which such meeting is being held shall be by written ballots on which shall be subscribed the signatures of such holders or of their representatives by proxy and the serial number or numbers of the Debt Securities held orrepresented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verifiedwritten reports in triplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the originalreports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided inSection 8.02. The record shall show the serial numbers of the Debt Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one ofthe duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.  Any record so signed and verified shall be conclusive evidence of the matters therein stated.  SECTION 8.07.  *Quorum; Actions.* The Persons entitled to vote a majority in outstandingprincipal amount of the Debt Securities shall constitute a quorum for a meeting of Securityholders; *provided*, *however*, that if any action is to be taken at such meeting with respect to a consent, waiver, request, demand, notice,authorization, direction or other action which may be given by the holders of not less than a specified percentage in outstanding principal amount of the Debt Securities, the Persons holding or representing such specified percentage in outstandingprincipal amount of the Debt Securities will constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Securityholders, be dissolved. In any othercase the meeting may be adjourned for a period of not less than 10 days as determined by the permanent chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meetingmay be further adjourned for a period of not less than 10 days as determined by the permanent chairman of the meeting prior to the adjournment of such adjourned meeting. 42 
Notice of the reconvening of any adjourned meeting shall be given as provided in Section 8.02, except that such notice need be given only oncenot less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the outstanding principal amount of the DebtSecurities which shall constitute a quorum.  Except as limited by the proviso in the first paragraph of Section9.02, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the holders of not less than a majority in outstanding principal amount of the DebtSecurities; *provided*, *however*, that, except as limited by the proviso in the first paragraph of Section 9.02, any resolution with respect to any consent, waiver, request, demand, notice, authorization, direction or other action thatthis Indenture expressly provides may be given by the holders of not less than a specified percentage in outstanding principal amount of the Debt Securities may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum ispresent as aforesaid only by the affirmative vote of the holders of not less than such specified percentage in outstanding principal amount of the Debt Securities.  Any resolution passed or decision taken at any meeting of holders of Debt Securities duly held in accordance with this Section shall be binding on all the Securityholders,whether or not present or represented at the meeting.  **ARTICLE IX** **SUPPLEMENTAL INDENTURES** SECTION 9.01.  *Supplemental Indentures without Consent of Securityholders.* The Company, whenauthorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes:  (a)  to evidence the succession of another corporation to the Company, or successive successions, andthe assumption by the successor corporation of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof;  (b)  to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debt Securities as the Board of Directors shall consider tobe for the protection of the holders of such Debt Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting theenforcement of all or any of the several remedies provided in this Indenture as herein set forth; *provided*, *however*, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide fora particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee uponsuch default; 43 
 (c)  to cure any ambiguity or to correct or supplementany provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questionsarising under this Indenture; *provided*, that any such action shall not adversely affect the interests of the holders of the Debt Securities;  (d)  to add to, delete from, or revise the terms of Debt Securities, including, without limitation, any terms relating to the issuance, exchange,registration or transfer of Debt Securities, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities, as required by Section 2.05 (for purposes of assuring that noregistration of Debt Securities is required under the Securities Act of 1933, as amended); *provided*, that any such action shall not adversely affect the interests of the holders of the Debt Securities then outstanding (it being understood,for purposes of this proviso, that transfer restrictions on Debt Securities substantially similar to those applicable to Capital Securities shall not be deemed to adversely affect the holders of the Debt Securities);  (e)  to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect tothe Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.10; (f)  to make any change (other than as elsewhere provided in this paragraph) that doesnot adversely affect the rights of any Securityholder in any material respect; or  (g)  to provide for the issuance of and establish the form and terms and conditions of the Debt Securities, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or theDebt Securities, or to add to the rights of the holders of Debt Securities.  The Trustee is hereby authorized tojoin with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder,but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.  Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Company and the Trustee without theconsent of the holders of any of the Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02.  SECTION 9.02.  *Supplemental Indentures with Consent of Securityholders.* With the consent(evidenced as provided in Section 7.01) of the holders of not less than a majority in aggregate principal amount of the Debt Securities at the time outstanding affected by such supplemental indenture (voting as a class), the Company, when authorizedby a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act, then in effect, applicable to indenturesqualified thereunder) for the purpose of adding any 44 
provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifyingin any manner the rights of the holders of the Debt Securities; *provided*, *however*, that no such supplemental indenture shall without such consent of the holders of each Debt Security then outstanding and affected thereby (i) extend thefixed maturity of any Debt Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principalthereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debt Securities, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment,if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debt Securities the holders of which are required to consent to any such supplemental indenture; and *provided*, *further*, that if the Debt Securities areheld by the Trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in liquidation preference of the Trust Securities shall have consented to such supplemental indenture; *provided*,*further*, that if the consent of the Securityholder of each outstanding Debt Security is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplementalindenture.  Upon the request of the Company accompanied by a Board Resolution authorizing the execution of anysuch supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indentureaffects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.  Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, theTrustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the DebtSecurity Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.  It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shallbe sufficient if such consent shall approve the substance thereof.  SECTION 9.03.  *Effect of Supplemental Indentures.* Upon the execution of any supplementalindenture pursuant to the provisions of this Article IX, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under thisIndenture of the Trustee, the Company and the holders of Debt Securities shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any suchsupplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 45 
 SECTION 9.04.  *Notation on Debt Securities.* Debt Securities authenticated and delivered afterthe execution of any supplemental indenture pursuant to the provisions of this Article IX may bear a notation as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Debt Securities somodified as to conform, in the opinion of the Board of Directors of the Company, to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed by the Company, authenticated by the Trustee or theAuthenticating Agent and delivered in exchange for the Debt Securities then outstanding.  SECTION9.05.  *Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee.* TheTrustee, subject to the provisions of Sections 6.01 and 6.02, shall, in addition to the documents required by Section 14.06, receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indentureexecuted pursuant hereto complies with the requirements of this Article IX. The Trustee shall receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article IX is authorized or permitted by,and conforms to, the terms of this Article IX and that it is proper for the Trustee under the provisions of this Article IX to join in the execution thereof.  **ARTICLE X** **REDEMPTION OF SECURITIES** SECTION 10.01.  *Optional Redemption.* At any time the Company shall have the right, subject tothe receipt by the Company of prior approval from the Federal Reserve, if then required under applicable capital guidelines or policies of the Federal Reserve, to redeem the Debt Securities, in whole or in part, on any January 7, April 7, July 7 orOctober 7 on or after July 7, 2007 (the “Redemption Date”), at the Redemption Price.  SECTION 10.02.  *Special Event Redemption.* If a Special Event shall occur and be continuing, theCompany shall have the right, subject to the receipt by the Company of prior approval from the Federal Reserve if then required under applicable capital guidelines or policies of the Federal Reserve, to redeem the Debt Securities, in whole but notin part, at any time within 90 days following the occurrence of such Special Event (the “Special Redemption Date”), at the Special Redemption Price.  SECTION 10.03.  *Notice of Redemption; Selection of Debt Securities.* In case the Company shalldesire to exercise the right to redeem all, or, as the case may be, any part of the Debt Securities, it shall fix a date for redemption and shall mail a notice of such redemption at least 30 and not more than 60 days prior to the date fixed forredemption 46 
to the holders of Debt Securities so to be redeemed as a whole or in part at their last addresses as the same appear on the Debt SecurityRegister. Such mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such noticeby mail or any defect in the notice to the holder of any Debt Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security.  Each such notice of redemption shall specify the CUSIP number, if any, of the Debt Securities to be redeemed, the date fixed forredemption, the redemption price at which Debt Securities are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Debt Securities, that interest accrued to the date fixed for redemptionwill be paid as specified in said notice, and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. If less than all the Debt Securities are to be redeemed the notice of redemption shall specifythe numbers of the Debt Securities to be redeemed. In case the Debt Securities are to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after thedate fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities in principal amount equal to the unredeemed portion thereof will be issued.  Prior to 10:00 a.m. New York City time on the Redemption Date or the Special Redemption Date specified in the notice of redemption given as provided in this Section, theCompany will deposit with the Trustee or with one or more paying agents an amount of money sufficient to redeem on the redemption date all the Debt Securities so called for redemption at the appropriate redemption price, together with accruedinterest to the date fixed for redemption.  The Company will give the Trustee notice not less than 45 nor morethan 60 days prior to the redemption date as to the redemption price at which the Debt Securities are to be redeemed and the aggregate principal amount of Debt Securities to be redeemed and the Trustee shall select, in such manner as in its solediscretion it shall deem appropriate and fair, the Debt Securities or portions thereof (in integral multiples of $1,000) to be redeemed.  SECTION 10.04.  *Payment of Debt Securities Called for Redemption.* If notice of redemption hasbeen given as provided in Section 10.03, the Debt Securities or portions of Debt Securities with respect to which such notice has been given shall become due and payable on the Redemption Date or the Special Redemption Date (as the case may be) andat the place or places stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and on and after said Redemption Date or the Special Redemption Date (unless the Company shall defaultin the payment of such Debt Securities at the redemption price, together with interest accrued to said date) interest on the Debt Securities or portions of Debt Securities so called for redemption shall cease to accrue. On presentation and surrenderof such Debt Securities at a place of payment specified in said notice, such Debt Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon tothe Redemption Date or the Special Redemption Date (as the case may be). 47 
 Upon presentation of any Debt Security redeemed in part only, the Company shallexecute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Debt Security or Debt Securities of authorized denominations in principal amount equal to the unredeemed portionof the Debt Security so presented.  **ARTICLE XI** **CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE** SECTION 11.01.  *Company May Consolidate, etc., on Certain Terms.* Nothing contained in thisIndenture or in the Debt Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company) or successive consolidations or mergers in which the Companyor its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property or capital stock of the Company or its successor or successors as an entirety, or substantially as anentirety, to any other corporation (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; *provided*, *however*, that the Company hereby covenants and agrees that, upon anysuch consolidation, merger (where the Company is not the surviving corporation), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (and premium, if any) and interest on all of the Debt Securities inaccordance with their terms, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company, shall be expressly assumed by supplementalindenture reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property orcapital stock.  SECTION 11.02.  *Successor Entity to be Substituted.* In case of any such consolidation, merger,sale, conveyance, transfer or other disposition and upon the assumption by the successor entity, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the due and punctual payment ofthe principal of and premium, if any, and interest on all of the Debt Securities and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, such successorentity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the DebtSecurities. Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Debt Securities issuable hereunder which theretofore shall not have been signed by the Companyand delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the AuthenticatingAgent shall authenticate and deliver any Debt Securities which previously shall have been signed and 48 
delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debt Securities which suchsuccessor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as theDebt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debt Securities had been issued at the date of the execution hereof.  SECTION 11.03.  *Opinion of Counsel to be Given to Trustee.* The Trustee, subject to theprovisions of Sections 6.01 and 6.02, shall receive, in addition to the Opinion of Counsel required by Section 9.05, an Opinion of Counsel as conclusive evidence that any consolidation, merger, sale, conveyance, transfer or other disposition, andany assumption, permitted or required by the terms of this Article XI complies with the provisions of this Article XI.  **ARTICLE XII** **SATISFACTION AND DISCHARGE OF INDENTURE** SECTION 12.01.  *Discharge of Indenture.* When (a) the Company shall deliver to the Trustee forcancellation all Debt Securities theretofore authenticated (other than any Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.06) and not theretofore canceled, or (b)all the Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year underarrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of theDebt Securities (other than any Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.06) not theretofore canceled or delivered to the Trustee for cancellation, includingprincipal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest onthe Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of eitherclause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.05, 2.06, 3.01, 3.02, 3.04,6.06, 6.09 and 12.04 hereof, which shall survive until such Debt Securities shall mature or are redeemed, as the case may be, and are paid. Thereafter, Sections 6.06, 6.09 and 12.04 shall survive, and the Trustee, on demand of the Companyaccompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expenseof the Company, shall execute proper instruments acknowledging satisfaction of and 49 
discharging this Indenture, the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably andproperly incurred by the Trustee in connection with this Indenture or the Debt Securities.  SECTION12.02.  *Deposited Moneys to be Held in Trust by Trustee.* Subject to the provisions ofSection 12.04, all moneys deposited with the Trustee pursuant to Section 12.01 shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Company if acting as its own paying agent), to theholders of the particular Debt Securities for the payment of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal, and premium, if any, and interest.  SECTION 12.03.  *Paying Agent to Repay Moneys Held.* Upon the satisfaction and discharge of thisIndenture, all moneys then held by any paying agent of the Debt Securities (other than the Trustee) shall, upon demand of the Company, be repaid to the Company or paid to the Trustee, and thereupon such paying agent shall be released from allfurther liability with respect to such moneys.  SECTION 12.04.  *Return of Unclaimed Moneys.* Any moneys deposited with or paid to the Trustee orany paying agent for payment of the principal of, and premium, if any, or interest on Debt Securities and not applied but remaining unclaimed by the holders of Debt Securities for two years after the date upon which the principal of, and premium, ifany, or interest on such Debt Securities, as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee or such paying agent on written demand; and the holder of any of the Debt Securities shall thereafter lookonly to the Company for any payment which such holder may be entitled to collect and all liability of the Trustee or such paying agent with respect to such moneys shall thereupon cease.  **ARTICLE XIII** **IMMUNITY OF INCORPORATORS,STOCKHOLDERS,****OFFICERS AND DIRECTORS** SECTION 13.01.  *Indenture and Debt Securities Solely Corporate Obligations.* No recourse for thepayment of the principal of or premium, if any, or interest on any Debt Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture orin any supplemental indenture, or in any such Debt Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer, director, employee or agent, as such, past, present orfuture, of the Company or of any predecessor or successor corporation of the Company, either directly or through the Company or any successor corporation of the Company, whether by virtue of any constitution, statute or rule of law, or by theenforcement of any assessment or penalty or otherwise; it being expressly 50 
understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of thisIndenture and the issue of the Debt Securities.  **ARTICLE XIV** **MISCELLANEOUS PROVISIONS** SECTION 14.01.  *Successors.* All the covenants, stipulations, promises and agreements of theCompany contained in this Indenture shall bind its successors and assigns whether so expressed or not.  SECTION 14.02.  *Official Acts by Successor Entity.* Any act or proceeding by any provision ofthis Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee, officer or other authorized Person of anyentity that shall at the time be the lawful successor of the Company.  SECTION14.03.  *Surrender of Company Powers.* The Company by instrument in writing executed byauthority of 2/3 (two-thirds) of its Board of Directors and delivered to the Trustee may surrender any of the powers reserved to the Company and thereupon such power so surrendered shall terminate both as to the Company and as to any permittedsuccessor.  SECTION 14.04.  *Addresses for Notices, etc.* Any notice or demand which by any provision of thisIndenture is required or permitted to be given or served by the Trustee or by the Securityholders on the Company may be given or served in writing by being deposited postage prepaid by registered or certified mail in a post office letter boxaddressed (until another address is filed by the Company with the Trustee for such purpose) to the Company at:  Centennial First Financial Services 218 East State Street Redlands, California 92373 Attention:  Mrs. Beth Sanders, Executive VicePresident and Chief Financial Officer  Any notice, direction, request or demand by any Securityholder or theCompany to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the office of Wilmington Trust Company at:  Rodney Square North 1100 North Market StreetWilmington, Delaware 19890 Attention:  Corporate Trust Administration 51 
 SECTION 14.05.  *Governing Law.* This Indenture and each Debt Security shall be deemed to be acontract made under the law of the State of New York, and for all purposes shall be governed by and construed in accordance with the law of said State, without regard to conflict of laws principles thereof.  SECTION 14.06.  *Evidence of Compliance with Conditions Precedent.* Upon any application or demandby the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that in the opinion of the signers all conditions precedent, if any,provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with (except that no such Opinion ofCounsel is required to be furnished to the Trustee in connection with the authentication and issuance of Debt Securities issued on the date of this Indenture).  Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificatesdelivered pursuant to Section 3.05) shall include (a) a statement that the person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon whichthe statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informedopinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.  SECTION 14.07.  *Non-Business Days.* In any case where the date of payment of interest on orprincipal of the Debt Securities is not a Business Day, the payment of such interest on or principal of the Debt Securities need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if madeon the date of payment and no interest shall accrue for the period from and after such date, except if such Business Day is in the next succeeding calendar year, such payment will be made on the immediately preceding Business Day.  SECTION 14.08.  *Table of Contents, Headings, etc.* The table of contents and the titles andheadings of the articles and sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.  SECTION 14.09.  *Execution in Counterparts.* This Indenture may be executed in any number ofcounterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. 52 
 SECTION 14.10.  *Separability.* In case any one or more of the provisions contained in thisIndenture or in the Debt Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of such DebtSecurities, but this Indenture and such Debt Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.  SECTION 14.11.  *Assignment.* Subject to Article 11, the Company will have the right at all timesto assign any of its rights or obligations under this Indenture to a direct or indirect wholly owned Subsidiary of the Company, *provided*, that, in the event of any such assignment, the Company will remain liable for all such obligations.Subject to the foregoing, this Indenture is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Indenture may not otherwise be assigned by the parties thereto.  SECTION 14.12.  *Acknowledgment of Rights.* The Company acknowledges that, with respect to anyDebt Securities held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debt Securities held as the assets of the Trust after theholders of a majority in Liquidation Amount of the Capital Securities of the Trust have so directed in writing such Institutional Trustee, a holder of record of such Capital Securities may to the fullest extent permitted by law institute legalproceedings directly against the Company to enforce such Institutional Trustee’s rights under this Indenture without first instituting any legal proceedings against such Institutional Trustee or any other Person. Notwithstanding the foregoing,if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay interest (or premium, if any) or principal on the Debt Securities on the date such interest (or premium, if any) or principalis otherwise due and payable (or in the case of redemption, on the redemption date), the Company acknowledges that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement ofpayment to such holder directly of the principal of (or premium, if any) or interest on the Debt Securities having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after therespective due date specified in the Debt Securities.  **ARTICLE XV** **SUBORDINATION OF DEBT SECURITIES** SECTION 15.01.  *Agreement to Subordinate.* The Company covenants and agrees, and each holder ofDebt Securities issued hereunder and under any supplemental indenture (the “Additional Provisions”) by such Securityholder’s acceptance thereof likewise covenants and agrees, that all Debt Securities shall be issued subject to theprovisions of this Article XV; and each holder of a Debt Security, 53 
whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.  The payment by the Company of the principal of, and premium, if any, and interest on all Debt Securities issued hereunder and under anyAdditional Provisions shall, to the extent and in the manner hereinafter set forth, be subordinated and junior in right of payment to the prior payment in full of all Senior Indebtedness of the Company, whether outstanding at the date of thisIndenture or thereafter incurred.  No provision of this Article XV shall prevent the occurrence of any default orEvent of Default hereunder.  SECTION 15.02.  *Default on Senior Indebtedness.* In the event and during the continuation of anydefault by the Company in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness of the Company following any applicable grace period, or in the event that the maturity of any Senior Indebtedness of theCompany has been accelerated because of a default, and such acceleration has not been rescinded or canceled and such Senior Indebtedness has not been paid in full then, in either case, no payment shall be made by the Company with respect to theprincipal of, or premium, if any, or interest on the Debt Securities.  In the event that, notwithstanding theforegoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 15.02, such payment shall, subject to Section 15.06, be held in trust for the benefit of, and shall be paid over ordelivered to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear,but only to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on the Senior Indebtednessand only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Indebtedness.  SECTION 15.03.  *Liquidation; Dissolution; Bankruptcy.* Upon any payment by the Company ordistribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or inbankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made bythe Company on account of the principal (and premium, if any) or interest on the Debt Securities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company ofany kind or character, whether in cash, property or securities, to which the Securityholders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XV, shall be paid by the Company, or by anyreceiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment 54 
or distribution, or by the Securityholders or by the Trustee under this Indenture if received by them or it, directly to the holders of SeniorIndebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees underany indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money’s worth,after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Securityholders.  In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities,prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held intrust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing suchSenior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company remaining unpaid to the extent necessary to pay such SeniorIndebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness.  For purposes of this Article XV, the words “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized orreadjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XV with respect to the Debt Securitiesto the payment of all Senior Indebtedness of the Company, that may at the time be outstanding, *provided*, that (a) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and(b) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation orthe liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article IX of this Indentureshall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions statedin Article IX of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.06 of this Indenture.  SECTION 15.04.  *Subrogation.* Subject to the payment in full of all Senior Indebtedness of theCompany, the Securityholders shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to such Senior Indebtedness until the principalof (and premium, if any) and interest on the Debt 55 
Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of such SeniorIndebtedness of any cash, property or securities to which the Securityholders or the Trustee would be entitled except for the provisions of this Article XV, and no payment over pursuant to the provisions of this Article XV to or for the benefit ofthe holders of such Senior Indebtedness by Securityholders or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Debt Securities be deemed to be a payment ordistribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV are and are intended solely for the purposes of defining the relative rights of the holders of the Debt Securities, onthe one hand, and the holders of such Senior Indebtedness, on the other hand.  Nothing contained in this ArticleXV or elsewhere in this Indenture, any Additional Provisions or in the Debt Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness of the Company, and the holders of the DebtSecurities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debt Securities the principal of (and premium, if any) and interest on the Debt Securities as and when the same shall become due and payablein accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debt Securities and creditors of the Company, other than the holders of Senior Indebtedness of the Company, nor shall anything herein ortherein prevent the Trustee or the holder of any Debt Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such SeniorIndebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy.  Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon anyorder or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or otherPerson making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness ofthe Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV.  SECTION 15.05.  *Trustee to Effectuate Subordination.* Each Securityholder by suchSecurityholder’s acceptance thereof authorizes and directs the Trustee on such Securityholder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article XV and appoints theTrustee such Securityholder’s attorney-in-fact for any and all such purposes. 56 
 SECTION 15.06.  *Notice by the Company.* The Company shall give prompt written notice to aResponsible Officer of the Trustee at the Principal Office of the Trustee of any fact known to the Company that would prohibit the making of any payment of moneys to or by the Trustee in respect of the Debt Securities pursuant to the provisions ofthis Article XV. Notwithstanding the provisions of this Article XV or any other provision of this Indenture or any Additional Provisions, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making ofany payment of moneys to or by the Trustee in respect of the Debt Securities pursuant to the provisions of this Article XV, unless and until a Responsible Officer of the Trustee at the Principal Office of the Trustee shall have received writtennotice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI of this Indenture, shall be entitledin all respects to assume that no such facts exist; *provided*, *however*, that if the Trustee shall not have received the notice provided for in this Section 15.06 at least two Business Days prior to the date upon which by the termshereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debt Security), then, anything herein contained to the contrary notwithstanding, the Trusteeshall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to suchdate.  The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusivelyrely on the delivery to it of a written notice by a Person representing himself or herself to be a holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such holder) to establish that such notice has been given bya holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holderof such Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtednessheld by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV, and, if such evidence is not furnished, the Trustee maydefer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.  SECTION 15.07.  *Rights of the Trustee; Holders of Senior Indebtedness.* The Trustee in itsindividual capacity shall be entitled to all the rights set forth in this Article XV in respect of any Senior Indebtedness at any time held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture or anyAdditional Provisions shall deprive the Trustee of any of its rights as such holder.  With respect to the holdersof Senior Indebtedness of the Company, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article XV, and no implied covenants or obligations with respect to the holdersof such Senior Indebtedness shall be read into this Indenture or any Additional Provisions against 57 
the Trustee. The Trustee shall not owe or be deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and, subject to theprovisions of Article VI of this Indenture, the Trustee shall not be liable to any holder of such Senior Indebtedness if it shall pay over or deliver to Securityholders, the Company or any other Person money or assets to which any holder of suchSenior Indebtedness shall be entitled by virtue of this Article XV or otherwise.  Nothing in this Article XV shallapply to claims of, or payments to, the Trustee under or pursuant to Section 6.06.  SECTION15.08.  *Subordination May Not Be Impaired.* No right of any present or future holder ofany Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company, or by any act or failure to act, in good faith, by anysuch holder, or by any noncompliance by the Company, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with.  Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any timeand from time to time, without the consent of or notice to the Trustee or the Securityholders, without incurring responsibility to the Securityholders and without impairing or releasing the subordination provided in this Article XV or theobligations hereunder of the holders of the Debt Securities to the holders of such Senior Indebtedness, do any one or more of the following: (a) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, suchSenior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (b) sell, exchange, release or otherwise dealwith any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (c) release any Person liable in any manner for the collection of such Senior Indebtedness; and (d) exercise or refrain from exercising any rights against theCompany, and any other Person.  Wilmington Trust Company, in its capacity as Trustee, hereby accepts the trusts inthis Indenture declared and provided, upon the terms and conditions herein above set forth. 58 
 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be dulyexecuted by their respective officers thereunto duly authorized, as of the day and year first above written.  CENTENNIAL FIRST FINANCIAL SERVICESBy:   **Name:****Title:**WILMINGTON TRUST COMPANY,as TrusteeBy:   **Name:****Title:**
 **EXHIBIT A** **FORM OF FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITY DUE 2032** **[FORM OF FACE OF SECURITY]** THIS SECURITY HAS NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. 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. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOFAGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION TO AN“ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN “ACCREDITED INVESTOR,” FORINVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THEINDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCHTRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSOAGREES, 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 4975OF THE INTERNAL REVENUE A-1-1 
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 THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEFAVAILABLE 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 4975OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY 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 WITHINTHE 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 BENEFITPLAN 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.  IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHERINFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.  THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPALAMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OFDISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.  THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE “FDIC”). THIS OBLIGATION IS SUBORDINATED TO THECLAIMS OF DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS NOT SECURED. A-1-2 
 **FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITY DUE 2032** **of** **CENTENNIAL FIRST FINANCIAL SERVICES** Centennial First Financial Services, a bank holdingcompany incorporated in California (the “Company”), for value received promises to pay to [                    ], not in its individualcapacity but solely as Institutional Trustee for Centennial Capital Trust I, a Delaware statutory business trust (the “Holder”), or registered assigns, the principal sum of Six Million One Hundred Eighty Six Thousand Dollars ($6,186,000)on October 7, 2032 and to pay interest on said principal sum from July 11, 2002, or from the most recent interest payment date (each such date, an “Interest Payment Date”) to which interest has been paid or duly provided for, quarterly(subject to deferral as set forth herein) in arrears on January 7, April 7, July 7 and October 7 of each year commencing October 7, 2002, at a variable per annum rate equal to LIBOR (as defined in the Indenture) plus 3.65% (the “InterestRate”) (*provided*, that the applicable Interest Rate may not exceed 12.5% through the Interest Payment Date in July, 2007) until the principal hereof shall have become due and payable, and on any overdue principal and (without duplicationand to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at an annual rate equal to the Interest Rate in effect for each such Extension Period compounded quarterly. The amount ofinterest payable on any Interest Payment Date shall be computed on the basis of a 360-day year and the actual number of days elapsed in the relevant interest period. In the event that any date on which the principal or interest is payable on thisDebt Security is not a Business Day, then payment payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is inthe next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly providedfor, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Debt Security (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regularrecord date for such interest installment, except that interest and any Deferred Interest payable on the Maturity Date shall be paid to the Person to whom principal is paid. Any such interest installment not punctually paid or duly provided forshall forthwith cease to be payable to the registered holders on such regular record date and may be paid to the Person in whose name this Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on a specialrecord date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered holders of the Debt Securities not less than 10 days prior to such special record date, all as more fully provided inthe Indenture. The principal of and interest on this Debt Security shall be payable at the office or agency of the Trustee (or other paying agent appointed by the Company) maintained for that purpose in any coin or currency of the United States ofAmerica that at the time of payment is legal tender for payment of public and private debts; *provided*, *however*, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such addressas shall appear in the Debt Security Register or by wire transfer to an account appropriately designated by the holder hereof. Notwithstanding the foregoing, so long as the holder of this Debt Security is the Institutional Trustee, the payment ofthe principal of and A-1-3 
interest on this Debt Security will be made in immediately available funds at such place and to such account as may be designated by theTrustee.  So long as no Event of Default has occurred and is continuing, the Company shall have the right, fromtime to time and without causing an Event of Default, to defer payments of interest on the Debt Securities by extending the interest payment period on the Debt Securities at any time and from time to time during the term of the Debt Securities, forup to 20 consecutive quarterly periods (each such extended interest payment period, an “Extension Period”), during which Extension Period no interest shall be due and payable (except any Additional Interest that may be due and payable).During any Extension Period, interest will continue to accrue on the Debt Securities, and interest on such accrued interest (such accrued interest and interest thereon referred to herein as “Deferred Interest”) will accrue, at the InterestRate, compounded quarterly from the date such Deferred Interest would have been payable were it not for the Extension Period, both to the extent permitted by law. No Extension Period may end on a date other than an Interest Payment Date. At the endof any such Extension Period the Company shall pay all Deferred Interest then accrued and unpaid on the Debt Securities; *provided*, *however*, that no Extension Period may extend beyond the Maturity Date and *provided*,*further*, *however*, during any such Extension Period, the Company may 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 Company’scapital stock 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 Company that rank *pari passu* in all respects with or junior in interest to the Debt Securities(other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company (A) 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, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for suchcapital 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 Company’s capital stock (or any capital stock of asubsidiary of the Company) for any class or series of the Company’s capital stock or of any class or series of the Company’s indebtedness for any class or series of the Company’s capital stock, (c) the purchase of fractional interestsin shares of the Company’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 stockholder’s rightsplan, or the issuance of rights, stock or other property under any stockholder’s rights plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where thedividend 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). Prior to the termination of anyExtension Period, the Company 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 theMaturity Date. Upon the termination of any Extension Period and upon the payment of all Deferred Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Deferred Interest shall be due andpayable during an Extension Period, except at the end thereof, but interest shall accrue upon each installment of interest that A-1-4 
would otherwise have been due and payable during such Extension Period until such installment is paid. The Company must give the Trustee noticeof its election to begin such Extension Period at least one Business Day prior to the earlier of (i) the next succeeding date on which interest on the Debt Securities would have been payable except for the election to begin such Extension Period or(ii) the date such interest is payable, but in any event not later than the related regular record date.  Theindebtedness evidenced by this Debt Security is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Debt Security is issued subject to the provisionsof the Indenture with respect thereto. Each holder of this Debt Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on such holder’s behalf to take such action as may benecessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee such holder’s attorney-in-fact for any and all such purposes. Each holder hereof, by such holder’s acceptance hereof, herebywaives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon saidprovisions.  The Company waives demand, presentment for payment, notice of nonpayment, notice of protest, and allother notices.  This Debt Security shall not be entitled to any benefit under the Indenture hereinafter referredto and shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee.  The provisions of this Debt Security are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully setforth at this place. A-1-5 
 IN WITNESS WHEREOF, the Company has duly executed this certificate.  CENTENNIAL FIRST FINANCIAL SERVICESBy:   **Name:****Title:** Dated:                    , 2002  **CERTIFICATE OF AUTHENTICATION** This is one of the DebtSecurities referred to in the within-mentioned Indenture.  [                            ], not in its individual capacity but solely as theTrusteeBy:   **Authorized Officer** Dated:                    , 2002 A-1-6 
 **[FORM OF REVERSE OF SECURITY]** This Debt Security is one of a duly authorized series of Debt Securities of the Company, all issued or to be issued pursuant to anIndenture (the “Indenture”), dated as of July 11, 2002, duly executed and delivered between the Company and [                    ], asTrustee (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Companyand the holders of the Debt Securities (referred to herein as the “Debt Securities”) of which this Debt Security is a part. The summary of the terms of this Debt Security contained herein does not purport to be complete and is qualified byreference to the Indenture.  Upon the occurrence and continuation of a Tax Event, an Investment Company Event or aCapital Treatment Event, this Debt Security may become due and payable, in whole but not in part, at any time, within 90 days following the occurrence of such Tax Event, Investment Company Event or Capital Treatment Event (the “SpecialRedemption Date”), as the case may be, at the Special Redemption Price. The Company shall also have the right to redeem this Debt Security at the option of the Company, in whole or in part, on any January 7, April 7, July 7 or October 7 on orafter July 7, 2007 (a “Redemption Date”), at the Redemption Price.  Any redemption pursuant to thepreceding paragraph will be made, subject to the receipt by the Company of prior approval from the Board of Governors of the Federal Reserve System (the “Federal Reserve”) if then required under applicable capital guidelines or policies ofthe Federal Reserve, upon not less than 30 days’ nor more than 60 days’ notice. If the Debt Securities are only partially redeemed by the Company, the Debt Securities will be redeemed *pro rata* or by lot or by any other methodutilized by the Trustee.  “Redemption Price” means 100% of the principal amount of the Debt Securitiesbeing redeemed plus accrued and unpaid interest on such Debt Securities to the Redemption Date or, in the case of a redemption due to the occurrence of a Special Event, to the Special Redemption Date if such Special Redemption Date is on or afterJuly 7, 2007.  “Special Redemption Price” means (1) if the Special Redemption Date is before July 7,2007, the greater of (a) 100% of the principal amount of the Debt Securities being redeemed pursuant to Section 10.02 of the Indenture or (b) as determined by a Quotation Agent, the sum of the present values of the principal amount payable as partof the Redemption Price with respect to a redemption as of July 7, 2007, together with the present value of interest payments calculated at a fixed per annum rate of interest equal to 9.95% over the Remaining Life of such Debt Securities, discountedto the Special Redemption Date on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus .50%, plus, in the case of either (a) or (b), accrued and unpaid interest on such Debt Securities to theSpecial Redemption Date and (2) if the Special Redemption Date is on or after July 7, 2007, the Redemption Price for such Special Redemption Date.  “Comparable Treasury Issue” means with respect to any Special Redemption Date, the United States Treasury security selected by the Quotation Agent as having a maturity comparable to theRemaining Life that would be utilized, at the time of selection and in A-1-7 
accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life.If no United States Treasury security has a maturity which is within a period from three months before to three months after July 7, 2007, the two most closely corresponding United States Treasury securities shall be used as the Comparable TreasuryIssue, and the Treasury Rate shall be interpolated or extrapolated on a straight-line basis, rounding to the nearest month using such securities.  “Comparable Treasury Price” means (a) the average of five Reference Treasury Dealer Quotations for such Special Redemption Date, after excluding the highest and lowest such Reference TreasuryDealer Quotations, or (b) if the Quotation Agent receives fewer than five such Reference Treasury Dealer Quotations, the average of all such Quotations.  “Primary Treasury Dealer” means a primary United States Government securities dealer in New York City.  “Quotation Agent” means Salomon Smith Barney Inc. and its successors; *provided*, *however*, that if the foregoing shall cease to be a Primary Treasury Dealer, the Company shallsubstitute therefor another Primary Treasury Dealer.  “Reference Treasury Dealer” means (i) theQuotation Agent and (ii) any other Primary Treasury Dealer selected by the Trustee after consultation with the Company.  “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Special Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for the ComparableTreasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Special Redemption Date. “Treasury Rate” means (i) the yield, under the heading which represents the average for the weekimmediately prior to the date of calculation, appearing in the most recently published statistical release designated H.15 (519) or any successor publication which is published weekly by the Federal Reserve and which establishes yields on activelytraded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”, for the maturity corresponding to the Remaining Life (if no maturity is within three months before or after theRemaining Life, yields for the two published maturities most closely corresponding to the Remaining Life shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to thenearest month) or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the quarterly equivalent yield to maturity of theComparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Special Redemption Date. The Treasury Rate shall be calculatedon the third Business Day preceding the Special Redemption Date. A-1-8 
 In the event of redemption of this Debt Security in part only, a new DebtSecurity or Debt Securities for the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation hereof.  In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debt Securities may be declared due and payable, and upon such declarationof acceleration shall become due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.  The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Debt Securities at the time outstanding affectedthereby, as specified in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifyingin any manner the rights of the holders of the Debt Securities; *provided*, *however*, that no such supplemental indenture shall, among other things, without the consent of the holders of each Debt Security then outstanding and affectedthereby (i) extend the fixed maturity of the Debt Securities, or reduce the principal amount thereof or any redemption premium thereon, or reduce the rate or extend the time of payment of interest thereon, or make the principal of, or any interestor premium on, the Debt Securities payable in any coin or currency other than that provided in the Debt Securities, or impair or affect the right of any holder of Debt Securities to institute suit for the payment thereof, or (ii) reduce theaforesaid percentage of Debt Securities, the holders of which are required to consent to any such supplemental indenture. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the DebtSecurities at the time outstanding, on behalf of all of the holders of the Debt Securities, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture, and itsconsequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Debt Securities. Any such consent or waiver by the registered holder of this Debt Security (unless revoked as provided in the Indenture)shall be conclusive and binding upon such holder and upon all future holders and owners of this Debt Security and of any Debt Security issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective ofwhether or not any notation of such consent or waiver is made upon this Debt Security.  No reference herein to theIndenture and no provision of this Debt Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Debt Security at thetime and place and at the rate and in the money herein prescribed.  As provided in the Indenture and subject tocertain limitations herein and therein set forth, this Debt Security is transferable by the registered holder hereof on the Debt Security Register of the Company, upon surrender of this Debt Security for registration of transfer at the office oragency of the Trustee in Wilmington, Delaware accompanied by a written instrument or instruments of transfer in form satisfactory to the Company or the Trustee duly executed by the registered holder hereof or such holder’s attorney dulyauthorized in writing, and thereupon one or more new Debt Securities of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be A-1-9 
made for any such registration of transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmentalcharge payable in relation thereto.  Prior to due presentment for registration of transfer of this Debt Security,the Company, the Trustee, any Authenticating Agent, any paying agent, any transfer agent and the Debt Security registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debt Security shall be overdueand notwithstanding any notice of ownership or writing hereon) for the purpose of receiving payment of or on account of the principal hereof and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor anyAuthenticating Agent nor any paying agent nor any transfer agent nor any Debt Security registrar shall be affected by any notice to the contrary.  No recourse shall be had for the payment of the principal of or the interest on this Debt Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of theIndenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by theenforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.  The Debt Securities are issuable only in registered certificated form without coupons. As provided in the Indenture and subject to certain limitations herein andtherein set forth, Debt Securities are exchangeable for a like aggregate principal amount of Debt Securities of a different authorized denomination, as requested by the holder surrendering the same.  All terms used in this Debt Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE DEBT SECURITIES, WITHOUT REGARD TO CONFLICTOF LAWS PRINCIPLES THEREOF. A-1-10