**TABLE OF CONTENTS**    **Page****ARTICLE I—INTERPRETATION AND DEFINITIONS**   SECTION 1.1       Definitions  1**ARTICLE II—ORGANIZATION**   SECTION 2.1.      Name  9SECTION 2.2.      Office  9SECTION 2.3.      Purpose  9SECTION 2.4.      Authority  9SECTION 2.5.      Title to Property of the Trust  10SECTION 2.6.      Powers and Duties of the Trustees and theAdministrators  10SECTION 2.7.      Prohibition of Actions by the Trust and theTrustees  15SECTION 2.8.      Powers and Duties of the InstitutionalTrustee  15SECTION 2.9.      Certain Duties and Responsibilities of the Trustees andthe Administrators  17SECTION 2.10.    Certain Rights of Institutional Trustee  19SECTION 2.11.    Delaware Trustee  21SECTION 2.12.    Execution of Docume nts  21SECTION 2.13.    Not Responsible for Recitals or Issuance of Securities  21SECTION 2.14.    Duration of Trust  22SECTION 2.15.    Mergers  22**ARTICLE III—SPONSOR**   SECTION 3.1.      Sponsor’s Purchase of Common Securities  24SECTION 3.2       Responsibilities of the Sponsor  24**ARTICLE IV—TRUSTEES AND ADMINISTRATORS**   SECTION 4.1       Number of Trustees  24SECTION 4.2       Delaware Trustee  25SECTION 4.3       Institutional Trustee; Eligibility  25SECTION 4.4       Certain Qualifications of the Delaware TrusteeGenerally  25SECTION 4.5       Administrators  26SECTION 4.6       Initial Delaware Trustee  26SECTION 4.7       Appointment, Removal and Resignation of the Trusteesand the Administrators  26SECTION 4.8       Vacancies Among Trustees  28SECTION 4.9       Effect of Vacancies  28SECTION 4.10     Meetings of the Trustees and the Administrators  28SECTION 4.11     Delegation of Power  29SECTION 4.12     Merger, Conversion, Consolidation or Succession toBusiness  29i 
 **ARTICLE V—DISTRIBUTIONS**   SECTION 5.1      Distributions  29**ARTICLE VI—ISSUANCE OF SECURITIES**   SECTION 6.1      General Provisio ns Regarding Securities  29SECTION 6.2      Paying Agent, Transfer Agent, Calculation Agent andRegistrar  30SECTION 6.3      Form and Dating  31SECTION 6.4      Mutilated, Destroyed, Lost or StolenCertificates  31SECTION 6.5      Temporary Securities  32SECTION 6.6      Cancellation  32SECTION 6.7      Rights of Holders; Waivers of Past Defaults  32**ARTICLE VII—DISSOLUTION AND TERMINATION OF TRUST**   SECTION 7.1      Dissolution and Termination of Trust  34**ARTICLE VIII—TRANSFER OF INTERESTS**   SECTION 8.1      General  35SECTION 8.2      Transfer Procedures and Restrictions  36SECTION 8.3      Deemed Security Holders  39**ARTICLE IX—LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS**   SECTION 9.1      Liability  39SECTION 9.2      Exculpation  39SECTION 9.3      Fiduciary Duty  40SECTION 9.4      Indemnification  40SECTION 9.5      Outside Businesses  43SECTION 9.6      Compensation; Fee  44**ARTICLE X—ACCOUNTING**   SECTION 10.1    Fiscal Year  44SECTION 10.2    Certain Accounting Matters  44SECTION 10.3    Banking  45SECTION 10.4    Withholding  45**ARTICLE XI—AMENDMENTS AND MEETINGS**   SECTION 11.1    Amendments  46SECTION 11.2    Meetings of the Holders of the Securities; Action by WrittenConsent  48ii 
 **ARTICLE XII—REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE**      SECTION 12.1    Representations and Warranties of InstitutionalTrustee  49SECTION 12.2    Representations and Warranties of DelawareTrustee  50**ARTICLE XIII—MISCELLANEOUS**   SECTION 13.1    Notices  51SECTION 13.2    Governing Law  52SECTION 13.3    Submission to Jurisdiction  52SECTION 13.4    Intention of the Parties  53SECTION 13.5    Headings  53SECTION 13.6    Successors and Assigns  53SECTION 13.7    Partial Enforceability  53SECTION 13.8    Counterparts  53 **ANNEXES AND EXHIBITS**ANNEX I Terms of Floating Rate TRUPS® and Floating Rate Common SecuritiesEXHIBIT A-1 Form of Capital Security CertificateEXHIBIT A-2 Form of Common Security CertificateEXHIBIT B Form of Transferee Certificate to be Executed by Transferees Other than QIBsEXHIBIT C Form of Transferor Certificate to be Executed for QIBsiii 
 **AMENDED AND RESTATED DECLARATION OF TRUST****OF****CENTENNIAL CAPITAL TRUST I****July 11, 2002** AMENDED AND RESTATED DECLARATION OF TRUST (this“Declaration”), dated and effective as of July 11, 2002, by the Trustees (as defined herein), the Administrators (as defined herein), the Sponsor (as defined herein) and the holders from time to time of undivided beneficial interests inthe assets of the Trust (as defined herein) to be issued pursuant to this Declaration.  WHEREAS, certain of theTrustees, the Administrators and the Sponsor established Centennial Capital Trust I (the “Trust”), a statutory business trust under the Business Trust Act (as defined herein), pursuant to a Declaration of Trust, dated as of June 27, 2002(the “Original Declaration”), and a Certificate of Trust filed with the Secretary of State of the State of Delaware on June 27, 2002, for the sole purpose of issuing and selling certain securities representing undivided beneficialinterests in the assets of the Trust and investing the proceeds thereof in certain debentures of the Debenture Issuer (as defined herein) in connection with the TPref Funding I, Ltd. transaction;  WHEREAS, as of the date hereof, no interests in the assets of the Trust have been issued; and  WHEREAS, all of the Trustees, the Administrators and the Sponsor, by this Declaration, amend and restate each and every term and provision of the Original Declaration. NOW, THEREFORE, it being the intention of the parties hereto to continue the Trust as a statutory business trustunder the Business Trust Act and that this Declaration constitutes the governing instrument of such statutory business trust, the Trustees declare that all assets contributed to the Trust will be held in trust for the benefit of the holders, fromtime to time, of the securities representing undivided beneficial interests in the assets of the Trust issued hereunder, subject to the provisions of this Declaration, and, in consideration of the mutual covenants contained herein and other good andvaluable consideration, the receipt of which is hereby acknowledged, the parties, intending to be legally bound hereby, amend and restate in its entirety the Original Declaration and agree as follows:  **ARTICLE I** **INTERPRETATION AND DEFINITIONS** SECTION1.1.  *Definitions.*    Unless the context otherwise requires:  (a)  capitalized terms used in this Declaration but not defined in the preamble above or elsewhere herein have the respective meanings assigned to them in this Section 1.1 or, if not defined in this Section 1.1 or elsewhereherein, in the Indenture; 
 (b)  a term defined anywhere in this Declaration hasthe same meaning throughout;  (c) all references to “the Declaration” or “thisDeclaration” are to this Declaration as modified, supplemented or amended from time to time;  (d)  all references in this Declaration to Articles and Sections and Annexes and Exhibits are to Articles and Sections of and Annexes and Exhibits to this Declaration unless otherwise specified;  (e)  a term defined in the Trust Indenture Act (as defined herein) has the same meaning when used in thisDeclaration unless otherwise defined in this Declaration or unless the context otherwise requires; and  (f)  a reference to the singular includes the plural and vice versa.  “AdditionalInterest” has the meaning set forth in Section 3.06 of the Indenture.  “Administrative Action” hasthe meaning set forth in paragraph 4(a) of Annex I.  “Administrators” means each of Timothy P. Walbridgeand Beth Sanders, solely in such Person’s capacity as Administrator of the Trust created and continued hereunder and not in such Person’s individual capacity, or such Administrator’s successor in interest in such capacity, or anysuccessor appointed as herein provided.  “Affiliate” has the same meaning as given to that term in Rule405 of the Securities Act or any successor rule thereunder.  “Authorized Officer” of a Person means anyPerson that is authorized to bind such Person.  “Bankruptcy Event” means, with respect to any Person: (a)  a court having jurisdiction in the premises enters a decree or order for relief inrespect of such Person in an involuntary case under any 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 suchPerson or for any substantial part of its property, or orders the winding-up or liquidation of its affairs, and such decree, appointment or order remains unstayed and in effect for a period of 90 consecutive days; or  (b)  such Person commences a voluntary case under any applicable bankruptcy, insolvency or other similar law nowor hereafter in effect, consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or othersimilar official of such Person of any substantial part of its property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due. 2 
 “Business Day” means any day other than Saturday, Sunday or any otherday on which banking institutions in Wilmington, Delaware, New York City or Redlands, California are permitted or required by any applicable law or executive order to close.  “Business Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq., as it may be amended from time to time, or any successorlegislation.  “Calculation Agent” has the meaning set forth in Section 1.01 of the Indenture. “Capital Securities” has the meaning set forth in Section 6.1(a).  “Capital Security Certificate” means a definitive Certificate registered in the name of the Holder representing a CapitalSecurity substantially in the form of Exhibit A-1.  “Capital Treatment Event” has the meaning set forthin paragraph 4(a) of Annex I.  “Certificate” means any certificate evidencing Securities.  “Certificate of Trust” means the certificate of trust filed with the Secretary of State of the State of Delaware withrespect to the Trust, as amended and restated from time to time.  “Closing Date” has the meaning setforth in the Placement Agreement.  “Code” means the Internal Revenue Code of 1986, as amended from timeto time, or any successor legislation.  “Commission” means the Securities and Exchange Commission. “Common Securities” has the meaning set forth in Section 6.1(a).  “Common Security Certificate” means a definitive Certificate registered in the name of the Holder representing a Common Securitysubstantially in the form of Exhibit A-2.  “Company Indemnified Person” means (a) any Administrator; (b)any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.  “Comparable Treasury Issue” has the meaning set forth in paragraph 4(a) of Annex I.  “Comparable Treasury Price” has the meaning set forth in paragraph 4(a) of Annex I.  “Corporate Trust Office” means the office of the Institutional Trustee at which the corporate trust business of theInstitutional Trustee shall, at any particular time, be principally 3 
administered, which office shall at all times be located in the United States and at the date of execution of this Declaration is located atRodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration.  “Coupon Rate” has the meaning set forth in paragraph 2(a) of Annex I.  “CoveredPerson” means: (a) any Administrator, officer, director, shareholder, partner, member, representative, employee or agent of (i) the Trust or (ii) the Trust’s Affiliates; and (b) any Holder of Securities.  “Debenture Issuer” means Centennial First Financial Services, a bank holding company incorporated in California, in its capacityas issuer of the Debentures under the Indenture.  “Debenture Trustee” means Wilmington Trust Company, aDelaware banking corporation, not in its individual capacity but solely as trustee under the Indenture until a successor is appointed thereunder, and thereafter means such successor trustee.  “Debentures” means the Floating Rate Junior Subordinated Debt Securities due 2032 to be issued by the Debenture Issuer under the Indenture.  “Deferred Interest” means any interest on the Debentures that would have been overdue and unpaid for more than oneDistribution Payment Date but for the imposition of an Extension Period, and the interest that shall accrue (to the extent that the payment of such interest is legally enforceable) on such interest at the Coupon Rate in effect for each suchExtension Period, compounded quarterly from the date on which such Deferred Interest would otherwise have been due and payable until paid or made available for payment.  “Definitive Capital Securities” means any Capital Securities in definitive form issued by the Trust.  “Delaware Trustee” has the meaning set forth in Section 4.2.  “Direct Action” has the meaning set forth in Section 2.8(e).  “Distribution” means a distribution payable to Holders of Securities in accordance with Section 5.1.  “Distribution Payment Date” has the meaning set forth in paragraph 2(e) of Annex I.  “Event of Default” means the occurrence of an Indenture Event of Default.  “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor legislation.  “Extension Period” has the meaning set forth in paragraph 2(e) of Annex I. 4 
 “Federal Reserve” has the meaning set forth in paragraph 3 of Annex I. “Fiduciary Indemnified Person” shall mean each of the Institutional Trustee (including in itsindividual capacity), the Delaware Trustee (including in its individual capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives,custodians, nominees or agents of the Institutional Trustee or the Delaware Trustee.  “Fiscal Year” hasthe meaning set forth in Section 10.1  “Guarantee” means the Guarantee Agreement, dated as of July 11,2002, of the Sponsor in respect of the Capital Securities.  “Holder” means a Person in whose name aCertificate representing a Security is registered on the register maintained by or on behalf of the Registrar, such Person being a beneficial owner within the meaning of the Business Trust Act.  “Indemnified Person” means a Company Indemnified Person or a Fiduciary Indemnified Person.  “Indenture” means the Indenture, dated as of July 11, 2002, among the Debenture Issuer and the Debenture Trustee, and any indenture supplemental thereto pursuantto which the Debentures are to be issued.  “Indenture Event of Default” means an “Event ofDefault” as defined in the Indenture.  “Institutional Trustee” means the Trustee meeting theeligibility requirements set forth in Section 4.3.  “Interest” means any interest due on the Debentures,including any Deferred Interest and Defaulted Interest (as each such term is defined in the Indenture).  “Investment Company” means an investment company as defined in the Investment Company Act.  “Investment Company Act” means the Investment Company Act of 1940, as amended from time to time, or any successor legislation.  “Investment Company Event” has the meaning set forth in paragraph 4(a) of Annex I.  “Legal Action” has the meaning set forth in Section 2.8(e).  “LIBOR” means the London Interbank Offered Rate for three-month U.S. Dollar deposits in Europe as determined by the Calculation Agent according to paragraph 2(b) of Annex I. 5 
 “LIBOR Banking Day” has the meaning set forth in paragraph 2(b)(1) ofAnnex I.  “LIBOR Business Day” has the meaning set forth in paragraph 2(b)(1) of Annex I.  “LIBOR Determination Date” has the meaning set forth in paragraph 2(b)(1) of Annex I.  “Liquidation” has the meaning set forth in paragraph 3 of Annex I.  “Liquidation Distribution” has the meaning set forth in paragraph 3 of Annex I.  “Majority in liquidation amount of the Securities” means Holders of outstanding Securities voting together as a single class or, as the context may require,Holders of outstanding Capital Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of more than 50% of the aggregate liquidation amount (including the stated amount that would be paid onredemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities of the relevant class.  “Officers’ Certificate” means, with respect to any Person, a certificate signed by two Authorized Officers of such Person. Any Officers’ Certificatedelivered with respect to compliance with a condition or covenant provided for in this Declaration shall include:  (a)  a statement that each officer signing the Officers’ Certificate has read the covenant or condition and the definitions relating thereto;  (b)  a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers’Certificate;  (c)  a statement that each such officer has made such examination orinvestigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and  (d)  a statement as to whether, in the opinion of each such officer, such condition or covenant has been complied with.  “Paying Agent” has the meaning set forth in Section 6.2.  “Payment Amount” has the meaning set forth in Section 5.1.  “Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporatedassociation, or government or any agency or political subdivision thereof, or any other entity of whatever nature. 6 
 “Placement Agreement” means the Placement Agreement relating to theoffering and sale of Capital Securities.  “PORTAL” has the meaning set forth in Section 2.6(a)(i). “Primary Treasury Dealer” has the meaning set forth in paragraph 4(a) of Annex I.  “Property Account” has the meaning set forth in Section 2.8(c).  “Pro Rata” has the meaning set forth in paragraph 8 of Annex I.  “QIB” means a “qualified institutional buyer” as defined under Rule 144A.  “Quorum” means a majority of the Administrators or, if there are only two Administrators, both of them.  “Quotation Agent” has the meaning set forth in paragraph 4(a) of Annex I.  “Redemption/Distribution Notice” has the meaning set forth in paragraph 4(e) of Annex I.  “Redemption Price” has the meaning set forth in paragraph 4(a) of Annex I.  “Registrar” has the meaning set forth in Section 6.2.  “Reference TreasuryDealer” has the meaning set forth in paragraph 4(a) of Annex I.  “Reference Treasury DealerQuotations” has the meaning set forth in paragraph 4(a) of Annex I.  “Relevant Trustee” has themeaning set forth in Section 4.7(a).  “Remaining Life” has the meaning set forth in paragraph 4(a) ofAnnex I.  “Responsible Officer” means, with respect to the Institutional Trustee, any officer within theCorporate Trust Office of the Institutional Trustee with direct responsibility for the administration of this Declaration, including any vice-president, any assistant vice-president, any secretary, any assistant secretary, the treasurer, anyassistant treasurer, any trust officer or other officer of the Corporate Trust Office of the Institutional Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to aparticular corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject.  “Restricted Securities Legend” has the meaning set forth in Section 8.2(c).  “Rule 144A” means Rule 144A under the Securities Act. 7 
 “Rule 3a-5” means Rule 3a-5 under the Investment Company Act. “Rule 3a-7” means Rule 3a-7 under the Investment Company Act.  “Securities” means the Common Securities and the Capital Securities.  “Securities Act” means the Securities Act of 1933, as amended from time-to-time, or any successor legislation.  “Sponsor” means Centennial First Financial Services, a bank holding company that is a U.S. Person incorporated in California, orany successor entity in a merger, consolidation or amalgamation that is a U.S. Person, in its capacity as sponsor of the Trust.  “Successor Delaware Trustee” has the meaning set forth in Section 4.7(e).  “Successor Entity” has the meaning set forth in Section 2.15(b).  “SuccessorInstitutional Trustee” has the meaning set forth in Section 4.7(b).  “Successor Securities” has themeaning set forth in Section 2.15(b).  “Super Majority” has the meaning set forth in paragraph 5(b) ofAnnex I.  “Tax Event” has the meaning set forth in paragraph 4(a) of Annex I.  “10% in liquidation amount of the Securities” means Holders of outstanding Securities voting together as a single class or, asthe context may require, Holders of outstanding Capital Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of 10% or more of the aggregate liquidation amount (including the stated amountthat would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities of the relevant class.  “Transfer Agent” has the meaning set forth in Section 6.2.  “Treasury Rate” has the meaning set forth in paragraph 4(a) of Annex I.  “Treasury Regulations” means the income tax regulations, including temporary and proposed regulations, promulgated under the Code by the United States Treasury, as such regulations may beamended from time to time (including corresponding provisions of succeeding regulations).  “Trust IndentureAct” means the Trust Indenture Act of 1939, as amended from time-to-time, or any successor legislation.  “Trustee” or “Trustees” means each Person who has signed this Declaration as a trustee, so long as such Person shall continue in office in accordance with the terms hereof, and 8 
all other Persons who may from time to time be duly appointed, qualified and serving as Trustees in accordance with the provisions hereof, andreferences herein to a Trustee or the Trustees shall refer to such Person or Persons solely in their capacity as trustees hereunder.  “Trust Property” means (a) the Debentures, (b) any cash on deposit in, or owing to, the Property Account and (c) all proceeds and rights in respect of the foregoing and any other property and assets for the timebeing held or deemed to be held by the Institutional Trustee pursuant to the trusts of this Declaration.  “U.S. Person” means a United States Person as defined in Section 7701(a)(30) of the Code.  **ARTICLE II** **ORGANIZATION** SECTION 2.1.  *Name*.    The Trust is named “Centennial Capital Trust I,” as such name may be modified from time to time by the Administrators following written notice to the Institutional Trustee and theHolders of the Securities. The Trust’s activities may be conducted under the name of the Trust or any other name deemed advisable by the Administrators.  SECTION 2.2.  *Office*.    The address of the principal office of the Trust, which shall be in a State of the United States or the District of Columbia, is 218 East State Street, Redlands, California 92373. On tenBusiness Days’ written notice to the Institutional Trustee and the Holders of the Securities, the Administrators may designate another principal office, which shall be in a State of the United States or the District of Columbia.  SECTION 2.3.  *Purpose*.    The exclusive purposes and functions of the Trust are (a) to issue and sell the Securities representing undivided beneficial interests in the assets of the Trust, (b) to invest the grossproceeds from such sale in the Debentures and (c) except as otherwise limited herein, to engage in only those other activities incidental thereto that are deemed necessary or advisable by the Institutional Trustee, including, without limitation,those activities specified in this Declaration. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, pledge any of its assets, or otherwise undertake (or permit to be undertaken) any activity that would causethe Trust not to be classified for United States federal income tax purposes as a grantor trust.  SECTION 2.4.  *Authority*.    Except as specifically provided in this Declaration, the Institutional Trustee shall have exclusive and complete authority to carry out the purposes of the Trust. An action taken by aTrustee on behalf of the Trust and in accordance with such Trustee’s powers shall constitute the act of and serve to bind the Trust. In dealing with the Trustees acting on behalf of the Trust, no Person shall be required to inquire into theauthority of the Trustees to bind the Trust. Persons dealing with the Trust are entitled to rely conclusively on the power and authority of the Trustees as set forth in this Declaration. The Administrators shall have only those ministerial dutiesset forth herein with respect to accomplishing the purposes of the Trust and are not intended to be trustees or fiduciaries with respect to the Trust or the Holders. The 9 
Institutional Trustee shall have the right, but shall not be obligated except as provided in Section 2.6, to perform those duties assigned tothe Administrators.  SECTION 2.5.  *Title to Property of the Trust*.    Except as provided in Section 2.8 with respect to the Debentures and the Property Account or as otherwise provided in this Declaration, legal title to all assetsof the Trust shall be vested in the Trust. The Holders shall not have legal title to any part of the assets of the Trust, but shall have an undivided beneficial interest in the assets of the Trust.  SECTION 2.6.  *Powers and Duties of the Trustees and the Administrators.* (a)  The Trustees and the Administrators shall conduct the affairs of the Trust in accordance with the terms of this Declaration. Subject to the limitations set forth in paragraph (b) of this Section, and in accordance withthe following provisions (i) and (ii), the Administrators and, at the direction of the Administrators, the Trustees, shall have the authority to enter into all transactions and agreements determined by the Administrators to be appropriate inexercising the authority, express or implied, otherwise granted to the Trustees or the Administrators, as the case may be, under this Declaration, and to perform all acts in furtherance thereof, including without limitation, the following: (i)  Each Administrator shall have the power, duty and authority, and is herebyauthorized, to act on behalf of the Trust with respect to the following matters:  (A)  the issuance and sale of the Securities;  (B)  to causethe Trust to enter into, and to execute, deliver and perform on behalf of the Trust, such agreements as may be necessary or desirable in connection with the purposes and function of the Trust, including agreements with the Paying Agent, a Debenturesubscription agreement between the Trust and the Sponsor and a Common Securities subscription agreement between the Trust and the Sponsor;  (C)  ensuring compliance with the Securities Act and applicable state securities or blue sky laws;  (D)  if and at such time determined by the Sponsor at the request of the Holders, assisting in the designation of the Capital Securities fortrading in the Private Offering, Resales and Trading through the Automatic Linkages (“PORTAL”) system if available;  (E)  the sending of notices (other than notices of default) and other information regarding the Securities and the Debentures to the Holders in accordance with this Declaration, includingnotice of any notice received from the Debenture Issuer of its election to defer payments of interest on the Debentures by extending the interest payment period under the Indenture; 10 
 (F)  the appointment of a Paying Agent, Transfer Agentand Registrar in accordance with this Declaration;  (G)  execution and delivery of theSecurities in accordance with this Declaration;  (H)  execution and delivery of closingcertificates pursuant to the Placement Agreement and the application for a taxpayer identification number;  (I)  unless otherwise determined by the Holders of a Majority in liquidation amount of the Securities or as otherwise required by the Business Trust Act, to execute on behalf of the Trust (either acting alone or togetherwith any or all of the Administrators) any documents that the Administrators have the power to execute pursuant to this Declaration;  (J)  the taking of any actio n incidental to the foregoing as the Sponsor or an Administrator may from time to time determine is necessary or advisable to give effect to the terms of thisDeclaration for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder);  (K)  to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including Distributions, voting rights, redemptions and exchanges,and to issue relevant notices to the Holders of Capital Securities and Holders of Common Securities as to such actions and applicable record dates;  (L)  to duly prepare and file on behalf of the Trust all applicable tax returns and tax information reports that are required to be filed withrespect to the Trust;  (M)  to negotiate the terms of, and the execution and deliveryof, the Placement Agreement providing for the sale of the Capital Securities;  (N)  toemploy or otherwise engage employees, agents (who may be designated as officers with titles), managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;  (O)  to incur expenses that are necessary or incidental to carry out any of the purposes of the Trust; (P)  to give the certificate required by § 314(a)(4) of the Trust Indenture Actto the Institutional Trustee, which certificate may be executed by an Administrator; and 11 
 (Q)  to take all action that may be necessary orappropriate for the preservation and the continuation of the Trust’s valid existence, rights, franchises and privileges as a statutory business trust under the laws of each jurisdiction (other than the State of Delaware) in which such existenceis necessary to protect the limited liability of the Holders of the Capital Securities or to enable the Trust to effect the purposes for which the Trust was created.  (ii)  As among the Trustees and the Administrators, the Institutional Trustee shall have the power, duty and authority, and is hereby authorized,to act on behalf of the Trust with respect to the following matters:  (A)  theestablishment of the Property Account;  (B)  the receipt of the Debentures; (C)  the collection of interest, principal and any other payments made in respect ofthe Debentures in the Property Account;  (D)  the distribution through the Paying Agentof amounts owed to the Holders in respect of the Securities;  (E)  the exercise of allof the rights, powers and privileges of a holder of the Debentures;  (F)  the sendingof notices of default and other information regarding the Securities and the Debentures to the Holders in accordance with this Declaration;  (G)  the distribution of the Trust Property in accordance with the terms of this Declaration;  (H)  to the extent provided in this Declaration, the winding up of the affairs of and liquidation of the Trust and the preparation, execution andfiling of the certificate of cancellation with the Secretary of State of the State of Delaware;  (I)  after any Event of Default (of which the Institutional Trustee has knowledge (as provided in Section 2.10(m) hereof)) (*provided*, that such Event of Default is not by or with respect to the InstitutionalTrustee), the taking of any action incidental to the foregoing as the Institutional Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Declaration and protect and conserve the Trust Property for thebenefit of the Holders (without consideration of the effect of any such action on any particular Holder); 12 
 (J)  to take all action that may be necessary orappropriate for the preservation and the continuation of the Trust’s valid existence, rights, franchises and privileges as a statutory business trust under the laws of the State of Delaware to protect the limited liability of the Holders of theCapital Securities or to enable the Trust to effect the purposes for which the Trust was created; and  (K)  to undertake any actions set forth in § 317(a) of the Trust Indenture Act.  (iii)  The Institutional Trustee shall have the power and authority, and is hereby authorized, to act on behalf of the Trust with respect to any of the duties, liabilities, powers or the authority of the Administrators setforth in Section 2.6(a)(i)(E) and (F) herein but shall not have a duty to do any such act unless specifically requested to do so in writing by the Sponsor, and shall then be fully protected in acting pursuant to such written request; and in theevent of a conflict between the action of the Administrators and the action of the Institutional Trustee, the action of the Institutional Trustee shall prevail.  (b)  So long as this Declaration remains in effect, the Trust (or the Trustees or Administrators acting on behalf of the Trust) shall notundertake any business, activities or transaction except as expressly provided herein or contemplated hereby. In particular, neither the Trustees nor the Administrators may cause the Trust to (i) acquire any investments or engage in any activitiesnot authorized by this Declaration, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or interests therein, including to Holders, except as expressly provided herein, (iii) take anyaction that would cause (or in the case of the Institutional Trustee, to the actual knowledge of a Responsible Officer would cause) the Trust to fail or cease to qualify as a “grantor trust” for United States federal income tax purposes,(iv) incur any indebtedness for borrowed money or issue any other debt or (v) take or consent to any action that would result in the placement of a lien on any of the Trust Property. The Institutional Trustee shall, at the sole cost and expense ofthe Trust subject to reimbursement under Section 9.6(a), defend all claims and demands of all Persons at any time claiming any lien on any of the Trust Property adverse to the interest of the Trust or the Holders in their capacity as Holders. (c)  In connection with the issuance and sale of the Capital Securities, the Sponsorshall have the right and responsibility to assist the Trust with respect to, or effect on behalf of the Trust, the following (and any actions taken by the Sponsor in furtherance of the following prior to the date of this Declaration are herebyratified and confirmed in all respects):  (i)  the taking of any action necessary toobtain an exemption from the Securities Act;  (ii)  the determination of the States inwhich to take appropriate action to qualify or register for sale all or part of the Capital Securities and the determination of any and all such acts, other than actions which must be taken by 13 
or on behalf of the Trust, and the advisement of and direction to the Trustees of actions they must take on behalf of theTrust, and the preparation for execution and filing of any documents to be executed and filed by the Trust or on behalf of the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States inconnection with the sale of the Capital Securities; and  (iii)  the taking of any otheractions necessary or desirable to carry out any of the foregoing activities.  (d)  Notwithstanding anything herein to the contrary, the Administrators, the Institutional Trustee and the Holders of a Majority in liquidation amount of the Common Securities are authorized and directed to conduct theaffairs of the Trust and to operate the Trust so that (i) the Trust will not be deemed to be an “investment company” required to be registered under the Investment Company Act (in the case of the Institutional Trustee, to the actualknowledge of a Responsible Officer), and (ii) the Trust will not fail to be classified as a grantor trust for United States federal income tax purposes (in the case of the Institutional Trustee, to the actual knowledge of a Responsible Officer) and(iii) the Trust will not take any action inconsistent with the treatment of the Debentures as indebtedness of the Debenture Issuer for United States federal income tax purposes (in the case of the Institutional Trustee, to the actual knowledge of aResponsible Officer). In this connection, the Institutional Trustee, the Administrators and the Holders of a Majority in liquidation amount of the Common Securities are authorized to take any action, not inconsistent with applicable laws or thisDeclaration, as amended from time to time, that each of the Institutional Trustee, the Administrators and such Holders determine in their discretion to be necessary or desirable for such purposes, even if such action adversely affects the interestsof the Holders of the Capital Securities.  (e)  All expenses incurred by theAdministrators or the Trustees pursuant to this Section 2.6 shall be reimbursed by the Sponsor, and the Trustees shall have no obligations with respect to such expenses.  (f)  The assets of the Trust shall consist of the Trust Property.  (g)  Legal title to all Trust Property shall be vested at all times in the Institutional Trustee (in its capacity as such) and shall be held andadministered by the Institutional Trustee for the benefit of the Trust in accordance with this Declaration.  (h)  If the Institutional Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Declaration and such proceeding has been discontinued or abandoned for any reason, or has beendetermined adversely to the Institutional Trustee or to such Holder, then and in every such case the Sponsor, the Institutional Trustee and the Holders shall, subject to any determination in such proceeding, be restored severally and respectively totheir former positions hereunder, and thereafter all rights and remedies of the Institutional Trustee and the Holders shall continue as though no such proceeding had been instituted. 14 
 SECTION 2.7.  *Prohibition of Actions by the Trust and the Trustees*.  The Trust shall not, and theInstitutional Trustee and the Administrators shall not, and the Administrators shall cause the Trust not to, engage in any activity other than as required or authorized by this Declaration. In particular, the Trust shall not, and the InstitutionalTrustee and the Administrators shall not cause the Trust to:  (a)  invest any proceedsreceived by the Trust from holding the Debentures, but shall distribute all such proceeds to Holders of the Securities pursuant to the terms of this Declaration and of the Securities;  (b)  acquire any assets other than as expressly provided herein;  (c)  possess Trust Property for other than a Trust purpose;  (d)  make any loans or incur any indebtedness other than loans represented by the Debentures;  (e)  possess any power or otherwise act in such a way as to vary the Trust Property or the terms of theSecurities;  (f)  issue any securities or other evidences of beneficial ownership of, orbeneficial interest in, the Trust other than the Securities; or  (g)  other than asprovided in this Declaration (including Annex I), (i) direct the time, method and place of exercising any trust or power conferred upon the Debenture Trustee with respect to the Debentures, (ii) waive any past default that is waivable under theIndenture, (iii) exercise any right to rescind or annul any declaration that the principal of all the Debentures shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures where suchconsent shall be required unless the Trust shall have received a written opinion of counsel experienced in such matters to the effect that such amendment, modification or termination will not cause the Trust to cease to be classified as a grantortrust for United States federal income tax purposes.  SECTION 2.8.  *Powers and Duties of the Institutional Trustee.* (a)  Thelegal title to the Debentures shall be owned by and held of record in the name of the Institutional Trustee in trust for the benefit of the Trust. The right, title and interest of the Institutional Trustee to the Debentures shall vest automaticallyin each Person who may hereafter be appointed as Institutional Trustee in accordance with Section 4.7. Such vesting and cessation of title shall be effective whether or not conveyancing documents with regard to the Debentures have been executed anddelivered.  (b)  The Institutional Trustee shall not transfer its right, title andinterest in the Debentures to the Administrators or to the Delaware Trustee. 15 
 (c)  The Institutional Trustee shall:  (i)  establish and maintain a segregated non-interest bearing trust account (the “PropertyAccount”) in the United States (as defined in Treasury Regulations section 301.7701-7), in the name of and under the exclusive control of the Institutional Trustee, and maintained in the Institutional Trustee’s trust department, on behalfof the Holders of the Securities and, upon the receipt of payments of funds made in respect of the Debentures held by the Institutional Trustee, deposit such funds into the Property Account and make payments to the Holders of the Capital Securitiesand Holders of the Common Securities from the Property Account in accordance with Section 5.1. Funds in the Property Account shall be held uninvested until disbursed in accordance with this Declaration;  (ii)  engage in such ministerial activities as shall be necessary or appropriate to effect the redemption of theCapital Securities and the Common Securities to the extent the Debentures are redeemed or mature; and  (iii)  upon written notice of distribution issued by the Administrators in accordance with the terms of the Securities, engage in such ministerial activities as shall be necessary or appropriate to effect the distributionof the Debentures to Holders of Securities upon the occurrence of certain circumstances pursuant to the terms of the Securities.  (d)  The Institutional Trustee shall take all actions and perform such duties as may be specifically required of the Institutional Trustee pursuant to the terms of the Securities. (e)  The Institutional Trustee may bring or defend, pay, collect, compromise,arbitrate, resort to legal action with respect to, or otherwise adjust claims or demands of or against, the Trust (a “Legal Action”) which arise out of or in connection with an Event of Default of which a Responsible Officer of theInstitutional Trustee has actual knowledge or the Institutional Trustee’s duties and obligations under this Declaration or the Trust Indenture Act; *provided*, *however*, that if an Event of Default has occurred and is continuing andsuch event is attributable to the failure of the Debenture Issuer to pay interest or principal on the Debentures on the date such interest or principal is otherwise payable (or in the case of redemption, on the redemption date), then a Holder of theCapital Securities may directly institute a proceeding for enforcement of payment to such Holder of the principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation amount of the Capital Securities of suchHolder (a “Direct Action”) on or after the respective due date specified in the Debentures. In connection with such Direct Action, the rights of the Holders of the Common Securities will be subrogated to the rights of such Holder of theCapital Securities to the extent of any payment made by the Debenture Issuer to such Holder of the Capital Securities in such Direct Action; *provided*, *however*, that a Holder of the Common Securities may exercise such right ofsubrogation only if no Event of Default with respect to the Capital Securities has occurred and is continuing.  (f)  The Institutional Trustee shall continue to serve as a Trustee until either: 16 
 (i)  the Trust has been completely liquidated and theproceeds of the liquidation distributed to the Holders of the Securities pursuant to the terms of the Securities and this Declaration (including Annex I); or  (ii)  a Successor Institutional Trustee has been appointed and has accepted that appointment in accordance with Section 4.7.  (g)  The Institutional Trustee shall have the legal power to exercise all of the rights, powers andprivileges of a holder of the Debentures under the Indenture and, if an Event of Default occurs and is continuing, the Institutional Trustee may, for the benefit of Holders of the Securities, enforce its rights as holder of the Debentures subject tothe rights of the Holders pursuant to this Declaration (including Annex I) and the terms of the Securities.  (h)  The Institutional Trustee must exercise the powers set forth in this Section 2.8 in a manner that is consistent with the purposes and functions of the Trust set out in Section 2.3, and the Institutional Trustee shallnot take any action that is inconsistent with the purposes and functions of the Trust set out in Section 2.3.  SECTION 2.9  *Certain Duties and Responsibilities of the Trustees and the**Administrators.* (a)  The Institutional Trustee, before the occurrence of any Event of Default (of which the Institutional Trustee has knowledge (as provided in Section 2.10(m) hereof)) and after the curing of all Events of Default that mayhave occurred, shall undertake to perform only such duties as are specifically set forth in this Declaration and no implied covenants shall be read into this Declaration against the Institutional Trustee. In case an Event of Default (of which theInstitutional Trustee has knowledge (as provided in Section 2.10(m) hereof)), has occurred (that has not been cured or waived pursuant to Section 6.7), the Institutional Trustee shall exercise such of the rights and powers vested in it by thisDeclaration, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.  (b)  The duties and responsibilities of the Trustees and the Administrators shall be as provided by this Declaration and, in the case of theInstitutional Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Declaration shall require any Trustee or Administrator to expend or risk its own funds or otherwise incur any financial liability in theperformance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability isnot reasonably assured to it. Whether or not therein expressly so provided, every provision of this Declaration relating to the conduct or affecting the liability of or affording protection to the Trustees or the Administrators shall be subject tothe provisions of this Article. Nothing in this Declaration shall be construed to release a Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. Nothing in this Declaration shall beconstrued to release an Administrator from liability for its own gross negligent action, its own gross negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, a Trustee or an Administrator has 17 
duties and liabilities relating to the Trust or to the Holders, such Trustee or Administrator shall not be liable to theTrust or to any Holder for such Trustee’s or Administrator’s good faith reliance on the provisions of this Declaration. The provisions of this Declaration, to the extent that they restrict the duties and liabilities of the Administratorsor the Trustees otherwise existing at law or in equity, are agreed by the Sponsor and the Holders to replace such other duties and liabilities of the Administrators or the Trustees.  (c)  All payments made by the Institutional Trustee or a Paying Agent in respect of the Securities shall be made only from the revenue andproceeds from the Trust Property and only to the extent that there shall be sufficient revenue or proceeds from the Trust Property to enable the Institutional Trustee or a Paying Agent to make payments in accordance with the terms hereof. EachHolder, by its acceptance of a Security, agrees that it will look solely to the revenue and proceeds from the Trust Property to the extent legally available for distribution to it as herein provided and that the Trustees and the Administrators arenot personally liable to it for any amount distributable in respect of any Security or for any other liability in respect of any Security. This Section 2.9(c) does not limit the liability of the Trustees expressly set forth elsewhere in thisDeclaration or, in the case of the Institutional Trustee, in the Trust Indenture Act.  (d)  No provision of this Declaration shall be construed to relieve the Institutional Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct with respect tomatters that are within the authority of the Institutional Trustee under this Declaration, except that:  (i)  the Institutional Trustee shall not be liable for any error or judgment made in good faith by an Authorized Officer of the Institutional Trustee, unless it shall be proved that the Institutional Trustee was negligentin ascertaining the pertinent facts;  (ii)  the Institutional Trustee shall not beliable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Capital Securities or the Common Securities, as applicable,relating to the time, method and place of conducting any proceeding for any remedy available to the Institutional Trustee, or exercising any trust or power conferred upon the Institutional Trustee under this Declaration;  (iii)  the Institutional Trustee’s sole duty with respect to the custody, safe keeping and physicalpreservation of the Debentures and the Property Account shall be to deal with such property in a similar manner as the Institutional Trustee deals with similar property for its own account, subject to the protections and limitations on liabilityafforded to the Institutional Trustee under this Declaration and the Trust Indenture Act;  (iv)  the Institutional Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree in writing with the 18 
Sponsor; and money held by the Institutional Trustee need not be segregated from other funds held by it except inrelation to the Property Account maintained by the Institutional Trustee pursuant to Section 2.8(c)(i) and except to the extent otherwise required by law; and  (v)  the Institutional Trustee shall not be responsible for monitoring the compliance by the Administrators or the Sponsor with their respectiveduties under this Declaration, nor shall the Institutional Trustee be liable for any default or misconduct of the Administrators or the Sponsor.  SECTION 2.10.*  Certain Rights of Institutional Trustee*.    Subject to the provisions of Section 2.9:  (a)  the Institutional Trustee may conclusively rely and shall fully be protected in acting or refraining from acting in good faith upon any resolution, written opinion of counsel,certificate, written representation of a Holder or transferee, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisal, bond, debenture, note, other evidence ofindebtedness or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper party or parties;  (b)  if (i) in performing its duties under this Declaration, the Institutional Trustee is required to decide between alternative courses of action, (ii) in construing any of the provisions ofthis Declaration, the Institutional Trustee finds the same ambiguous or inconsistent with any other provisions contained herein, or (iii) the Institutional Trustee is unsure of the application of any provision of this Declaration, then, except as toany matter as to which the Holders of Capital Securities are entitled to vote under the terms of this Declaration, the Institutional Trustee may deliver a notice to the Sponsor requesting the Sponsor’s opinion as to the course of action to betaken and the Institutional Trustee shall take such action, or refrain from taking such action, as the Institutional Trustee in its sole discretion shall deem advisable and in the best interests of the Holders, in which event the InstitutionalTrustee shall have no liability except for its own negligence or willful misconduct;  (c)  any direction or act of the Sponsor or the Administrators contemplated by this Declaration shall be sufficiently evidenced by an Officers’ Certificate;  (d)  whenever in the administration of this Declaration, the Institutional Trustee shall deem it desirable that a matter be proved or establishedbefore undertaking, suffering or omitting any action hereunder, the Institutional Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officers’Certificate which, upon receipt of such request, shall be promptly delivered by the Sponsor or the Administrators;  (e)  the Institutional Trustee shall have no duty to see to any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under tax or securities laws) orany rerecording, refiling or reregistration thereof; 19 
 (f)  the Institutional Trustee may consult with counselof its selection (which counsel may be counsel to the Sponsor or any of its Affiliates) and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder ingood faith and in reliance thereon and in accordance with such advice; the Institutional Trustee shall have the right at any time to seek instructions concerning the administration of this Declaration from any court of competent jurisdiction; (g)  the Institutional Trustee shall be under no obligation to exercise any of therights or powers vested in it by this Declaration at the request or direction of any of the Holders pursuant to this Declaration, unless such Holders shall have offered to the Institutional Trustee security or indemnity reasonably satisfactory to itagainst the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; *provided*, that nothing contained in this Section 2.10(g) shall be taken to relieve the Institutional Trustee, upon theoccurrence of an Event of Default (of which the Institutional Trustee has knowledge (as provided in Section 2.10(m) hereof)) that has not been cured or waived, of its obligation to exercise the rights and powers vested in it by this Declaration; (h)  the Institutional Trustee shall not be bound to make any investigation into thefacts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other evidence of indebtedness or other paper or document, unless requested inwriting to do so by one or more Holders, but the Institutional Trustee may make such further inquiry or investigation into such facts or matters as it may see fit;  (i)  the Institutional Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or throughits agents or attorneys and the Institutional Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent or attorney appointed with due care by it hereunder;  (j)  whenever in the administration of this Declaration the Institutional Trustee shall deem it desirable toreceive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Institutional Trustee (i) may request instructions from the Holders of the Common Securities and the Capital Securities, which instructionsmay be given only by the Holders of the same proportion in liquidation amount of the Common Securities and the Capital Securities as would be entitled to direct the Institutional Trustee under the terms of the Common Securities and the CapitalSecurities in respect of such remedy, right or action, (ii) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (iii) shall be fully protected in acting in accordance with suchinstructions;  (k)  except as otherwise expressly provided in this Declaration, theInstitutional Trustee shall not be under any obligation to take any action that is discretionary under the provisions of this Declaration;  (l)  when the Institutional Trustee incurs expenses or renders services in connection with a Bankruptcy Event, such expenses (including the fees and expenses of its 20 
counsel) and the compensation for such services are intended to constitute expenses of administration under anybankruptcy law or law relating to creditors rights generally;  (m)  the InstitutionalTrustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Institutional Trustee has actual knowledge of such event or the Institutional Trustee receives written notice of such event from any Holder,except with respect to an Event of Default pursuant to Sections 5.01(a) or 5.01(b) of the Indenture (other than an Event of Default resulting from the default in the payment of Additional Interest or premium, if any, if the Institutional Trusteedoes not have actual knowledge or written notice that such payment is due and payable), of which the Institutional Trustee shall be deemed to have knowledge;  (n)  any action taken by the Institutional Trustee or its agents hereunder shall bind the Trust and the Holders of the Securities, and thesignature of the Institutional Trustee or its agents alone shall be sufficient and effective to perform any such action and no third party shall be required to inquire as to the authority of the Institutional Trustee to so act or as to itscompliance with any of the terms and provisions of this Declaration, both of which shall be conclusively evidenced by the Institutional Trustee’s or its agent’s taking such action; and  (o)  no provision of this Declaration shall be deemed to impose any duty or obligation on the Institutional Trustee to perform any act oracts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Institutional Trustee shall be unqualified or incompetent in accordance with applicable law, toperform any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Institutional Trustee shall be construed to be a duty.  SECTION 2.11.*  Delaware Trustee*.    Notwithstanding any other provision of this Declaration other than Section 4.2,the Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities of any of the Trustees or the Administrators described in this Declaration (except as may be required underthe Business Trust Act). Except as set forth in Section 4.2, the Delaware Trustee shall be a Trustee for the sole and limited purpose of fulfilling the requirements of §3807 of the Business Trust Act.  SECTION 2.12.*  Execution of Documents*.    Unless otherwise determined in writing bythe Institutional Trustee, and except as otherwise required by the Business Trust Act, the Institutional Trustee, or any one or more of the Administrators, as the case may be, is authorized to execute and deliver on behalf of the Trust anydocuments, agreements, instruments or certificates that the Trustees or the Administrators, as the case may be, have the power and authority to execute pursuant to Section 2.6.  SECTION 2.13.  *Not Responsible for Recitals or Issuance of Securities.*    The recitals contained in this Declaration and the Securities shall be taken as the statements of the Sponsor, and the Trustees do notassume any responsibility for their correctness. The Trustees make no representations as to the value or condition of the property of the Trust or any part 21 
thereof. The Trustees make no representations as to the validity or sufficiency of this Declaration, the Debentures or the Securities. SECTION 2.14.  *Duration of Trust*.    The Trust, unless dissolved pursuant to the provisions of Article VII hereof, shall have existence for thirty-five (35) years from the Closing Date.  SECTION 2.15.  *Mergers*.    (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to anycorporation or other Person, except as described in this Section 2.15 and except with respect to the distribution of Debentures to Holders of Securities pursuant to Section 7.1(a)(iv) of the Declaration or Section 4 of Annex I.  (b)  The Trust may, with the consent of the Administrators (which consent will not be unreasonablywithheld) and without the consent of the Institutional Trustee, the Delaware Trustee or the Holders of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets asan entirety or substantially as an entirety to a trust organized as such under the laws of any State; *provided*, that:  (i)  if the Trust is not the survivor, such successor entity (the “Successor Entity”) either:  (A)  expressly assumes all of the obligations of the Trust under the Securities; or  (B)  substitutes for the Securities other securities having substantially the same terms as the Securities (the “Successor Securities”)so that the Successor Securities rank the same as the Securities rank with respect to Distributions and payments upon Liquidation, redemption and otherwise;  (ii)  the Sponsor expressly appoints, as the holder of the Debentures, a trustee of the Successor Entity that possesses the same powers and dutiesas the Institutional Trustee;  (iii)  the Capital Securities or any Successor Securities(excluding any securities substituted for the Common Securities) are listed or quoted, or any Successor Securities will be listed or quoted upon notification of issuance, on any national securities exchange or with another organization on which theCapital Securities are then listed or quoted, if any;  (iv)  such merger, consolidation,amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, if the Capital Securities are thenrated; 22 
 (v)  such merger, consolidation, amalgamation,replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Securities (including any Successor Securities) in any material respect (other than with respect to any dilution ofsuch Holders’ interests in the Successor Entity as a result of such merger, consolidation, amalgamation or replacement);  (vi)  such Successor Entity has a purpose substantially identical to that of the Trust;  (vii)  prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Trust has received a written opinion of a nationally recognized independent counselto the Trust experienced in such matters to the effect that:  (A)  such merger,consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Securities (including any Successor Securities) in any material respect (other than withrespect to any dilution of the Holders’ interests in the Successor Entity);  (B)  following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor the Successor Entity will be required to register as an Investment Company; and  (C)  following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease,the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes;  (viii)  the Sponsor guarantees the obligations of such Successor Entity under the Successor Securities to the same extent provided by the Guarantee, the Debentures and this Declaration; and (ix)  prior to such merger, consolidation, amalgamation, replacement, conveyance,transfer or lease, the Institutional Trustee shall have received an Officers’ Certificate of the Administrators and an opinion of counsel, each to the effect that all conditions precedent of this paragraph (b) to such transaction have beensatisfied.  (c)  Notwithstanding Section 2.15(b), the Trust shall not, except with theconsent of Holders of 100% in liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, any otherPerson or permit any other Person to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, 23 
merger, replacement, conveyance, transfer or lease would cause the Trust or Successor Entity to be classified as otherthan a grantor trust for United States federal income tax purposes.  **ARTICLE III** **SPONSOR** SECTION 3.1.  *Sponsor’s Purchase of Common Securities*.    On the Closing Date, the Sponsor will purchase all of the Common Securities issued by the Trust, in an amount at least equal to 3% of the capital ofthe Trust, at the same time as the Capital Securities are sold.  SECTION 3.2.  *Responsibilities of the Sponsor*.    In connection with the issue and sale of the Capital Securities, the Sponsor shall have the exclusive right and responsibility to engage in, or direct theAdministrators to engage in, the following activities:  (a)  to determine the States inwhich to take appropriate action to qualify or register for sale of all or part of the Capital Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and preparefor execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States;  (b)  to prepare for filing and request the Administrators to cause the filing by the Trust, as may be appropriate, of an application to the PORTALsystem, for listing or quotation upon notice of issuance of any Capital Securities, as requested by the Holders of not less than a Majority in liquidation amount of the Capital Securities; and  (c)  to negotiate the terms of and/or execute and deliver on behalf of the Trust, the Placement Agreement and other related agreementsproviding for the sale of the Capital Securities.  **ARTICLE IV** **TRUSTEES AND ADMINISTRATORS** SECTION 4.1.  *Number of Trustees*.    The number of Trustees initially shall be two, and:  (a)  at any time before the issuance of any Securities, the Sponsor may, by written instrument, increase or decrease the number of Trustees; and  (b)  after the issuance of any Securities, the number of Trustees may be increased or decreased by vote of theHolder of a Majority in liquidation amount of the Common Securities voting as a class at a meeting of the Holder of the Common Securities; *provided, however*, that there shall be a Delaware Trustee if required by Section 4.2; and there shallalways be one Trustee who shall be the Institutional Trustee, and such Trustee may also serve as 24 
Delaware Trustee if it meets the applicable requirements, in which case Section 2.11 shall have no application to suchentity in its capacity as Institutional Trustee.  SECTION 4.2.  *Delaware Trustee*.    If required by the Business Trust Act, one Trustee (the “Delaware Trustee”) shall be:  (a)  a natural person who is a resident of the State of Delaware; or  (b)  if not a natural person, an entity which is organized under the laws of the United States or any State thereof or the District of Columbia,has its principal place of business in the State of Delaware, and otherwise meets the requirements of applicable law, including § 3807 of the Business Trust Act.  SECTION 4.3.  *Institutional Trustee; Eligibility*.    (a)  There shall at all times be one Trustee which shall act as Institutional Trustee which shall:  (i)  not be an Affiliate of the Sponsor;  (ii)  not offer or provide credit or credit enhancement to the Trust; and  (iii)  be a banking corporation organized and doing business under the laws of the United States of America or any State thereof or of theDistrict of Columbia and authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000), and subject to supervision or examination by federal, State orDistrict of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then for the purposes of this Section4.3(a)(iii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  (b)  If at any time the Institutional Trustee shall cease to be eligible to so act under Section 4.3(a), the Institutional Trustee shallimmediately resign in the manner and with the effect set forth in Section 4.7.  (c)  Ifthe Institutional Trustee has or shall acquire any “conflicting interest” within the meaning of § 310(b) of the Trust Indenture Act, the Institutional Trustee shall either eliminate such interest or resign, to the extent and in themanner provided by, and subject to this Declaration.  (d)  The initial InstitutionalTrustee shall be Wilmington Trust Company.  SECTION 4.4.  *Certain Qualifications of the Delaware Trustee Generally*.    The Delaware Trustee shall be a U.S. Person and either a natural person who is at least 21 years of age or a legal entity that shall actthrough one or more Authorized Officers. 25 
 SECTION 4.5.  *Administrators*.    Each Administrator shall be a U.S. Person. There shall at all times be at least one Administrator. Except where a requirement for action by a specific number of Administrators isexpressly set forth in this Declaration and except with respect to any action the taking of which is the subject of a meeting of the Administrators, any action required or permitted to be taken by the Administrators may be taken by, and any power ofthe Administrators may be exercised by, or with the consent of, any one such Administrator acting alone.  SECTION 4.6.  *Initial Delaware Trustee*.    The initial Delaware Trustee shall be Wilmington Trust Company.  SECTION 4.7.  *Appointment, Removal and Resignation of the Trustees and the**Administrators.* (a)  No resignation or removal of any Trustee (the “Relevant Trustee”) and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by thesuccessor Trustee in accordance with the applicable requirements of this Section 4.7.  (b)  Subject to Section 4.7(a), a Relevant Trustee may resign at any time by giving written notice thereof to the Holders of the Securities and by appointing a successor Relevant Trustee. Upon the resignation of theInstitutional Trustee, the Institutional Trustee shall appoint a successor by requesting from at least three Persons meeting the eligibility requirements their expenses and charges to serve as the successor Institutional Trustee on a form providedby the Administrators, and selecting the Person who agrees to the lowest expense and charges (the “Successor Institutional Trustee”). If the instrument of acceptance by the successor Relevant Trustee required by this Section 4.7 shall nothave been delivered to the Relevant Trustee within 60 days after the giving of such notice of resignation or delivery of the instrument of removal, the Relevant Trustee may petition, at the expense of the Trust, any federal, State or District ofColumbia court of competent jurisdiction for the appointment of a successor Relevant Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Relevant Trustee. The Institutional Trustee shall have noliability for the selection of such successor pursuant to this Section 4.7.  (c)  Unlessan Event of Default shall have occurred and be continuing, any Trustee may be removed at any time by an act of the Holders of a Majority in liquidation amount of the Common Securities. If any Trustee shall be so removed, the Holders of the CommonSecurities, by act of the Holders of a Majority in liquidation amount of the Common Securities delivered to the Relevant Trustee, shall promptly appoint a successor Relevant Trustee, and such successor Trustee shall comply with the applicablerequirements of this Section 4.7. If an Event of Default shall have occurred and be continuing, the Institutional Trustee or the Delaware Trustee, or both of them, may be removed by the act of the Holders of a Majority in liquidation amount of theCapital Securities, delivered to the Relevant Trustee (in its individual capacity and on behalf of the Trust). If any Trustee shall be so removed, the Holders of Capital Securities, by act of the Holders of a Majority in liquidation amount of theCapital Securities then outstanding delivered to the Relevant Trustee, shall promptly appoint a successor Relevant Trustee or 26 
 Trustees, and such successor Trustee shall comply with the applicablerequirements of this Section 4.7. If no successor Relevant Trustee shall have been so appointed by the Holders of a Majority in liquidation amount of the Capital Securities and accepted appointment in the manner required by this Section 4.7 within30 days after delivery of an instrument of removal, the Relevant Trustee or any Holder who has been a Holder of the Securities for at least six months may, on behalf of himself and all others similarly situated, petition any federal, State orDistrict of Columbia court of competent jurisdiction for the appointment of a successor Relevant Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a successor Relevant Trustee or Trustees. (d)  The Institutional Trustee shall give notice of each resignation and each removalof a Trustee and each appointment of a successor Trustee to all Holders and to the Sponsor. Each notice shall include the name of the successor Relevant Trustee and the address of its Corporate Trust Office if it is the Institutional Trustee. (e)  Notwithstanding the foregoing or any other provision of this Declaration, in theevent a Delaware Trustee who is a natural person dies or is adjudged by a court to have become incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by the Institutional Trustee following theprocedures in this Section 4.7 (with the successor being a Person who satisfies the eligibility requirement for a Delaware Trustee set forth in this Declaration) (the “Successor Delaware Trustee”).  (f)  In case of the appointment hereunder of a successor Relevant Trustee, the retiring Relevant Trustee andeach successor Relevant Trustee with respect to the Securities shall execute and deliver an amendment hereto wherein each successor Relevant Trustee shall accept such appointment and which (a) shall contain such provisions as shall be necessary ordesirable to transfer and confirm to, and to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Securities and the Trust and (b) shall add to or change any of theprovisions of this Declaration as shall be necessary to provide for or facilitate the administration of the Trust by more than one Relevant Trustee, it being understood that nothing herein or in such amendment shall constitute such Relevant Trusteesco-trustees and upon the execution and delivery of such amendment the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act,deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on request of the Trust or any successor Relevant Trustee, such retiring Relevant Trustee shall duly assign, transfer anddeliver to such successor Relevant Trustee all Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder with respect to the Securities and the Trust subject to the payment of all unpaid fees, expenses andindemnities of such retiring Relevant Trustee.  (g)  No Institutional Trustee orDelaware Trustee shall be liable for the acts or omissions to act of any Successor Institutional Trustee or Successor Delaware Trustee, as the case may be. 27 
 (h)  The Holders of the Capital Securities will have noright to vote to appoint, remove or replace the Administrators, which voting rights are vested exclusively in the Holders of the Common Securities.  (i) Any successor Delaware Trustee shall file an amendment to the Certificate of Trust with the Secretary of State of the State of Delaware identifying thename and principal place of business of such Delaware Trustee in the State of Delaware.  SECTION4.8.  *Vacancies Among Trustees*.    If a Trustee ceases to hold office for any reason and the number of Trustees is not reduced pursuant to Section 4.1, or if the number of Trustees is increased pursuantto Section 4.1, a vacancy shall occur. A resolution certifying the existence of such vacancy by the Trustees or, if there are more than two, a majority of the Trustees shall be conclusive evidence of the existence of such vacancy. The vacancy shallbe filled with a Trustee appointed in accordance with Section 4.7.  SECTION 4.9.  *Effect of Vacancies*.    The death, resignation, retirement, removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to perform the duties of a Trustee shall not operate todissolve, terminate or annul the Trust or terminate this Declaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled by the appointment of a Trustee in accordance with Section 4.7, the Institutional Trusteeshall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration.  SECTION 4.10.  *Meetings of the Trustees and the Administrators*.    Meetings of the Trustees or the Administrators shall be held from time to time upon the call of any Trustee or Administrator, as applicable.Regular meetings of the Trustees and the Administrators, respectively, may be in person in the United States or by telephone, at a place (if applicable) and time fixed by resolution of the Trustees or the Administrators, as applicable. Notice of anyin-person meetings of the Trustees or the Administrators shall be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than 48 hours before such meeting. Notice of any telephonicmeetings of the Trustees or the Administrators or any committee thereof shall be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than 24 hours before a meeting. Notices shallcontain a brief statement of the time, place and anticipated purposes of the meeting. The presence (whether in person or by telephone) of a Trustee or an Administrator, as the case may be, at a meeting shall constitute a waiver of notice of suchmeeting except where a Trustee or an Administrator, as the case may be, attends a meeting for the express purpose of objecting to the transaction of any activity on the ground that the meeting has not been lawfully called or convened. Unlessprovided otherwise in this Declaration, any action of the Trustees or the Administrators, as the case may be, may be taken at a meeting by vote of a majority of the Trustees or the Administrators present (whether in person or by telephone) andeligible to vote with respect to such matter; *provided*, that, in the case of the Administrators, a Quorum is present, or without a meeting by the unanimous written consent of the Trustees or the Administrators, as the case may be. Meetings ofthe Trustees and the Administrators together shall be held from time to time upon the call of any Trustee or Administrator. 28 
 SECTION 4.11.  *Delegation ofPower*.    (a) Any Trustee or any Administrator, as the case may be, may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 that is a U.S. Person his or her power forthe purpose of executing any documents, instruments or other writings contemplated in Section 2.6.  (b)  The Trustees shall have power to delegate from time to time to such of their number or to any officer of the Trust that is a U.S. Person, the doing of such things and the execution of such instruments or other writingseither in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient, to the extent such delegation is not prohibited by applicable law or contrary to the provisions of the Trust, as set forth herein. SECTION 4.12.  *Merger, Conversion, Consolidation or Succession to Business*.    Any Person into which the Institutional Trustee or the Delaware Trustee, as the case may be, may be merged or converted or with whicheither may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Institutional Trustee or the Delaware Trustee, as the case may be, shall be a party, or any Person succeeding to all or substantially allthe corporate trust business of the Institutional Trustee or the Delaware Trustee, as the case may be, shall be the successor of the Institutional Trustee or the Delaware Trustee, as the case may be, hereunder, without the execution or filing of anypaper or any further act on the part of any of the parties hereto, provided such Person shall be otherwise qualified and eligible under this Article and, *provided*, *further*, that such Person shall file an amendment to the Certificate ofTrust with the Secretary of State of the State of Delaware as contemplated in Section 4.7(i).  **ARTICLE V** **DISTRIBUTIONS** SECTION 5.1.  *Distributions.*    Holders shall receive Distributions in accordance with the applicable terms of the relevant Holder’s Securities. Distributions shall be made on the Capital Securities and theCommon Securities in accordance with the preferences set forth in their respective terms. If and to the extent that the Debenture Issuer makes a payment of interest (including any Additional Interest or Deferred Interest) and/or principal on theDebentures held by the Institutional Trustee (the amount of any such payment being a “Payment Amount”), the Institutional Trustee shall and is directed, to the extent funds are available in the Property Account for that purpose, to make adistribution (a “Distribution”) of the Payment Amount to Holders.  **ARTICLE VI** **ISSUANCE OF SECURITIES** SECTION 6.1.  *General Provisions Regarding Securities.* (a)  TheAdministrators shall on behalf of the Trust issue one series of capital securities, evidenced by a certificate substantially in the form of Exhibit A-1, representing undivided beneficial interests in the assets of the Trust and having such terms asare set forth in Annex I (the “Capital Securities”), and one series of common securities, evidenced by a 29 
certificate substantially in the form of Exhibit A-2, representing undivided beneficial interests in the assets of theTrust and having such terms as are set forth in Annex I (the “Common Securities”). The Trust shall issue no securities or other interests in the assets of the Trust other than the Capital Securities and the Common Securities. The CapitalSecurities rank *pari passu*and payment thereon shall be made Pro Rata with the Common Securities except that, where an Event of Default has occurred and is continuing, the rights of Holders of the Common Securities to payment in respect ofDistributions and payments upon liquidation, redemption and otherwise are subordinated to the rights to payment of the Holders of the Capital Securities.  (b)  The Certificates shall be signed on behalf of the Trust by one or more Administrators. Such signature shall be the facsimile or manualsignature of any Administrator. In case any Administrator of the Trust who shall have signed any of the Securities shall cease to be such Administrator before the Certificates so signed shall be delivered by the Trust, such Certificates neverthelessmay be delivered as though the person who signed such Certificates had not ceased to be such Administrator. Any Certificate may be signed on behalf of the Trust by such person who, at the actual date of execution of such Security, shall be anAdministrator of the Trust, although at the date of the execution and delivery of the Declaration any such person was not such an Administrator. A Capital Security shall not be valid until authenticated by the manual signature of an AuthorizedOfficer of the Institutional Trustee. Such signature shall be conclusive evidence that the Capital Security has been authenticated under this Declaration. Upon written order of the Trust signed by one Administrator, the Institutional Trustee shallauthenticate the Capital Securities for original issue. The Institutional Trustee may appoint an authenticating agent that is a U.S. Person acceptable to the Trust to authenticate the Capital Securities. A Common Security need not be soauthenticated and shall be valid upon execution by one or more Administrators.  (c) Theconsideration received by the Trust for the issuance of the Securities shall constitute a contribution to the capital of the Trust and shall not constitute a loan to the Trust.  (d) Upon issuance of the Securities as provided in this Declaration, the Securities so issued shall be deemed to be validly issued, fully paid andnon-assessable, and each Holder thereof shall be entitled to the benefits provided by this Declaration.  (e) Every Person, by virtue of having become a Holder in accordance with the terms of this Declaration, shall be deemed to have expressly assented and agreed to the terms of, and shall be bound by, this Declaration and the Guarantee. SECTION 6.2.*  Paying Agent, Transfer Agent, Calculation Agent and Registrar*.  (a)  The Trust shall maintain in Wilmington, Delaware, an office or agency where the Securities may be presented for payment (the “Paying Agent”), and an office or agency where Securities may be presented forregistration of transfer or exchange (the “Transfer Agent”). The Trust shall keep or cause to be kept at such office or agency a register for the purpose of registering Securities and transfers and exchanges of Securities, such register tobe held by a registrar (the “Registrar”). The Administrators may appoint the Paying Agent, the 30 
Registrar and the Transfer Agent, and may appoint one or more additional Paying Agents, one or more co-Registrars, or oneor more co-Transfer Agents in such other locations as it shall determine. The term “Paying Agent” includes any additional Paying Agent, the term “Registrar” includes any additional Registrar or co-Registrar and the term“Transfer Agent” includes any additional Transfer Agent or co-Transfer Agent. The Administrators may change any Paying Agent, Transfer Agent or Registrar at any time without prior notice to any Holder. The Administrators shall notify theInstitutional Trustee of the name and address of any Paying Agent, Transfer Agent and Registrar not a party to this Declaration. The Administrators hereby initially appoint the Institutional Trustee to act as Paying Agent, Transfer Agent andRegistrar for the Capital Securities and the Common Securities at its Corporate Trust Office. The Institutional Trustee or any of its Affiliates in the United States may act as Paying Agent, Transfer Agent or Registrar.  (b)  The Trust shall also appoint a Calculation Agent, which shall determine the Coupon Rate in accordance withthe terms of the Securities. The Trust initially appoints the Institutional Trustee as Calculation Agent.  SECTION 6.3.*  Form and Dating.* (a)  The Capital Securities and theInstitutional Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A-1, and the Common Securities shall be substantially in the form of Exhibit A-2, each of which is hereby incorporated in and expresslymade a part of this Declaration. Certificates may be typed, printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrators, as conclusively evidenced by their execution thereof. TheSecurities may have letters, numbers, notations or other marks of identification or designation and such legends or endorsements required by law, stock exchange rule, agreements to which the Trust is subject, if any, or usage (*provided*, thatany such notation, legend or endorsement is in a form acceptable to the Sponsor). The Trust at the direction of the Sponsor shall furnish any such legend not contained in Exhibit A-1 to the Institutional Trustee in writing. Each Capital Securityshall be dated the date of its authentication. The terms and provisions of the Securities set forth in Annex I and the forms of Securities set forth in Exhibits A-1 and A-2 are part of the terms of this Declaration and to the extent applicable, theInstitutional Trustee, the Delaware Trustee, the Administrators and the Sponsor, by their execution and delivery of this Declaration, expressly agree to such terms and provisions and to be bound thereby. Capital Securities will be issued only inblocks having a stated liquidation amount of not less than $100,000.  (b)  The CapitalSecurities are being offered and sold by the Trust pursuant to the Placement Agreement in definitive form, registered in the name of the Holder thereof, without coupons and with the Restricted Securities Legend.  SECTION 6.4.  *Mutilated, Destroyed, Lost or Stolen Certificates*.    If:  (a)  any mutilated Certificates should be surrendered to the Registrar, or if the Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate; and 31 
 (b)  there shall be delivered to the Registrar, theAdministrators and the Institutional Trustee such security or indemnity as may be required by them to keep each of them harmless; then, in the absence of notice that such Certificate shall have been acquired by a bona fide purchaser, anAdministrator on behalf of the Trust shall execute (and in the case of a Capital Security Certificate, the Institutional Trustee shall authenticate) and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolenCertificate, a new Certificate of like denomination. In connection with the issuance of any new Certificate under this Section 6.4, the Registrar or the Administrators may require the payment of a sum sufficient to cover any tax or othergovernmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in the relevant Securities, as if originally issued, whether ornot the lost, stolen or destroyed Certificate shall be found at any time.  SECTION6.5.  *Temporary Securities*.    Until definitive Securities are ready for delivery, the Administrators may prepare and, in the case of the Capital Securities, the Institutional Trustee shall authenticate,temporary Securities. Temporary Securities shall be substantially in form of definitive Securities but may have variations that the Administrators consider appropriate for temporary Securities. Without unreasonable delay, the Administrators shallprepare and, in the case of the Capital Securities, the Institutional Trustee shall authenticate definitive Securities in exchange for temporary Securities.  SECTION 6.6.*  Cancellation*.    The Administrators at any time may deliver Securities to the Institutional Trustee for cancellation. The Registrar shall forward to the Institutional Trustee any Securitiessurrendered to it for registration of transfer, redemption or payment. The Institutional Trustee shall promptly cancel all Securities surrendered for registration of transfer, payment, replacement or cancellation and shall dispose of such canceledSecurities as the Administrators direct. The Administrators may not issue new Securities to replace Securities that have been paid or that have been delivered to the Institutional Trustee for cancellation.  SECTION 6.7.  *Rights of Holders; Waivers of Past Defaults*.  (a)  Thelegal title to the Trust Property is vested exclusively in the Institutional Trustee (in its capacity as such) in accordance with Section 2.5, and the Holders shall not have any right or title therein other than the undivided beneficial interest inthe assets of the Trust conferred by their Securities and they shall have no right to call for any partition or division of property, profits or rights of the Trust except as described below. The Securities shall be personal property giving only therights specifically set forth therein and in this Declaration. The Securities shall have no, and the issuance of the Securities shall not be subject to, preemptive or other similar rights and when issued and delivered to Holders against payment ofthe purchase price therefor, the Securities will be fully paid and nonassessable by the Trust.  (b)  For so long as any Capital Securities remain outstanding, if, upon an Indenture Event of Default, the Debenture Trustee fails or the holders of not less than 25% in principal amount of the outstanding Debentures failto declare the principal of all of the Debentures to be immediately due and payable, the Holders of not less than a Majority in 32 
liquidation amount of the Capital Securities then outstanding shall have the right to make such declaration by a noticein writing to the Institutional Trustee, the Sponsor and the Debenture Trustee.  (c)  Atany time after a declaration of acceleration with respect to the Debentures has been made and before a judgment or decree for payment of the money due has been obtained by the Debenture Trustee as provided in the Indenture, if the InstitutionalTrustee, subject to the provisions hereof, fails to annul any such declaration and waive such default, the Holders of not less than a Majority in liquidation amount of the Capital Securities, by written notice to the Institutional Trustee, theSponsor and the Debenture Trustee, may rescind and annul such declaration and its consequences if:  (i)  the Sponsor has paid or deposited with the Debenture Trustee a sum sufficient to pay  (A)  all overdue installments of interest on all of the Debentures;  (B)  any accrued Deferred Interest on all of the Debentures;  (C)  the principal of (and premium, if any, on) any Debentures that have become due otherwise than by such declaration of acceleration and interest and Deferred Interest thereon at the rate borne by the Debentures; and (D)  all sums paid or advanced by the Debenture Trustee under the Indenture and thereasonable compensation, documented expenses, disbursements and advances of the Debenture Trustee and the Institutional Trustee, their agents and counsel; and  (ii) all Events of Default with respect to the Debentures, other than the non-payment of the principal of the Debentures that has become due solely by suchacceleration, have been cured or waived as provided in Section 5.07 of the Indenture.  (d)  The Holders of not less than a Majority in liquidation amount of the Capital Securities may, on behalf of the Holders of all the Capital Securities, waive any past default or Event of Default, except a default or Eventof Default in the payment of principal or interest (unless such default or Event of Default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with theDebenture Trustee) or a default or Event of Default in respect of a covenant or provision that under the Indenture cannot be modified or amended without the consent of the holder of each outstanding Debenture. No such rescission shall affect anysubsequent default or impair any right consequent thereon.  (e)  Upon receipt by theInstitutional Trustee of written notice declaring such an acceleration, or rescission and annulment thereof, by Holders of any part of the Capital Securities, a record date shall be established for determining Holders of outstanding Capital33 
Securities entitled to join in such notice, which record date shall be at the close of business on the day theInstitutional Trustee receives such notice. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such Holders remain Holders after such record date;*provided*, that, unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having joined in such notice prior to the day that is 90 days aftersuch record date, such notice of declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall preventa Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new written notice of declaration of acceleration, or rescission and annulment thereof, as the case may be, that is identical to a written notice that has beencanceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 6.7.  (f)  Except as otherwise provided in this Section 6.7, the Holders of not less than a Majority in liquidation amount of the Capital Securitiesmay, on behalf of the Holders of all the Capital Securities, waive any past default or Event of Default and its consequences. Upon such waiver, any such default or Event of Default shall cease to exist, and any default or Event of Default arisingtherefrom shall be deemed to have been cured, for every purpose of this Declaration, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.  **ARTICLE VII** **DISSOLUTION AND TERMINATION OF TRUST** SECTION 7.1.  *Dissolution and Termination of Trust*.    (a)  The Trust shall dissolve on the first to occur of :  (i)  unless earlier dissolved, on October 7, 2037, the expiration of the term of the Trust;  (ii)  a Bankruptcy Event with respect to the Sponsor, the Trust or the Debenture Issuer;  (iii)  (other than in connection with a merger, consolidation or similar transaction not prohibited by theIndenture, this Declaration or the Guarantee, as the case may be) the filing of a certificate of dissolution or its equivalent with respect to the Sponsor or upon the revocation of the charter of the Sponsor and the expiration of 90 days after thedate of revocation without a reinstatement thereof;  (iv)  the distribution of theDebentures to the Holders of the Securities, upon exercise of the right of the Holders of all of the outstanding Common Securities to dissolve the Trust as provided in Annex I hereto;  (v)  the entry of a decree of judicial dissolution of any Holder of the Common Securities, the Sponsor, the Trust or the Debenture Issuer;34 
 (vi)  when all of the Securities shall have been calledfor redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; or  (vii)  before the issuance of any Securities, with the consent of all of the Trustees and the Sponsor.  (b)  As soon as is practicable after the occurrence of an event referred to in Section 7.1(a), and aftersatisfaction of liabilities to creditors of the Trust as required by applicable law, including Section 3808 of the Business Trust Act, and subject to the terms set forth in Annex I, the Institutional Trustee shall terminate the Trust by filing acertificate of cancellation with the Secretary of State of the State of Delaware.  (c)  The provisions of Section 2.9 and Article IX shall survive the termination of the Trust.  **ARTICLE VIII** **TRANSFER OF INTERESTS** SECTION 8.1.  *General*.    (a)  Where Capital Securities are presented to the Registrar with a request to register a transfer or to exchange them for an equal number of Capital Securities represented bydifferent Certificates, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Trust shall issue and the Institutional Trustee shallauthenticate Capital Securities at the Registrar’s request.  (b)  Upon issuance ofthe Common Securities, the Sponsor shall acquire and retain beneficial and record ownership of the Common Securities and, for so long as the Securities remain outstanding, the Sponsor shall maintain 100% ownership of the Common Securities;*provided*, *however*, that any permitted successor of the Sponsor under the Indenture that is a U.S. Person may succeed to the Sponsor’s ownership of the Common Securities.  (c)  Capital Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Declarationand in the terms of the Capital Securities. To the fullest extent permitted by applicable law, any transfer or purported transfer of any Security not made in accordance with this Declaration shall be null and void and will be deemed to be of nolegal effect whatsoever and any such transferee shall be deemed not to be the holder of such Capital Securities for any purpose, including but not limited to the receipt of Distributions on such Capital Securities, and such transferee shall bedeemed to have no interest whatsoever in such Capital Securities.  (d)  The Registrarshall provide for the registration of Securities and of transfers of Securities, which will be effected without charge but only upon payment (with such indemnity as the Registrar may require) in respect of any tax or other governmental charges thatmay be imposed in relation to it. Upon surrender for registration of transfer of any Securities, the Registrar shall cause one or more new Securities to be issued in the name of the designated 35 
transferee or transferees. Any Security issued upon any registration of transfer or exchange pursuant to the terms ofthis Declaration shall evidence the same Security and shall be entitled to the same benefits under this Declaration as the Security surrendered upon such registration of transfer or exchange. Every Security surrendered for registration of transfershall be accompanied by a written instrument of transfer in form similar to Exhibits B and C satisfactory to the Registrar duly executed by the Holder or such Holder’s attorney duly authorized in writing. Each Security surrendered forregistration of transfer shall be canceled by the Institutional Trustee pursuant to Section 6.6. A transferee of a Security shall be entitled to the rights and subject to the obligations of a Holder hereunder upon the receipt by such transferee of aSecurity. By acceptance of a Security, each transferee shall be deemed to have agreed to be bound by this Declaration.  (e)  Neither the Trust nor the Registrar shall be required (i) to issue, register the transfer of, or exchange any Securities during a period beginning at the opening of business 15 days before the day of anyselection of Securities for redemption and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of the Securities to be redeemed, or (ii) to register the transferor exchange of any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.  SECTION 8.2.  *Transfer Procedures and Restrictions.* (a)  The CapitalSecurities shall bear the Restricted Securities Legend (as defined below), which shall not be removed unless there is delivered to the Trust such satisfactory evidence, which may include an opinion of counsel licensed to practice law in the State ofNew York, as may be reasonably required by the Trust, that neither the legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of the Securities Act or that such Securitiesare not “restricted” within the meaning of Rule 144 under the Securities Act. Upon provision of such satisfactory evidence, the Institutional Trustee, at the written direction of the Trust, shall authenticate and deliver Capital Securitiesthat do not bear the Restricted Securities Legend.  (b)  When Capital Securities arepresented to the Registrar (x) to register the transfer of such Capital Securities, or (y) to exchange such Capital Securities for an equal number of Capital Securities represented by different Certificates, the Registrar shall register the transferor make the exchange as requested if its reasonable requirements for such transaction are met; *provided*,*however*, that the Capital Securities surrendered for registration of transfer or exchange shall be duly endorsed or accompanied bya written instrument of transfer in form reasonably satisfactory to the Trust and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing and (i) if such Capital Securities are being transferred to a QIB,accompanied by a certificate of the transferor substantially in the form set forth as Exhibit C hereto or (ii) if such Capital Securities are being transferred otherwise than to a QIB, accompanied by a certificate of the transferee substantially inthe form set forth as Exhibit B hereto. 36 
 (c)  Except as permitted by Section 8.2(a), eachCapital Security shall bear a legend (the “Restricted Securities Legend”) in substantially the following form:  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES 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 ORPARTICIPATION 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 THESECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE DEBENTURE ISSUER OR THE TRUST, (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 ISBEING 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 SECURITYFOR 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 IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHERAVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE DEBENTURE ISSUER’S AND THE TRUST’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF ANOPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER OF THISSECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.  THE HOLDER OF THISSECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS 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, INDIVIDUALRETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (EACHA “PLAN”), OR AN ENTITY 37 
WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING “PLANASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR 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 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THISSECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE ISAPPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN APROHIBITED 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 OTHER INFORMATION AS MAY BE REQUIRED BY THE AMENDED AND RESTATED DECLARATION OF TRUSTTO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.  THIS SECURITY WILL BE ISSUED AND MAY BETRANSFERRED ONLY IN BLOCKS HAVING A LIQUIDATION 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 LIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BEVOID 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 OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREESHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.  (d)  CapitalSecurities may only be transferred in minimum blocks of $100,000 aggregate liquidation amount (100 Capital Securities) and multiples of $1,000 in excess thereof. Any attempted transfer of Capital Securities in a block having an aggregate liquidationamount 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 a Holder of such Capital Securities for any purpose, including, but not limited to, the receipt ofDistributions on such Capital Securities, and such purported transferee shall be deemed to have no interest whatsoever in such Capital Securities. 38 
 SECTION 8.3.  *Deemed Security Holders*.    The Trust, the Administrators, the Trustees, the Paying Agent, the Transfer Agent or the Registrar may treat the Person in whose name any Certificate shall be registeredon the books and records of the Trust as the sole holder of such Certificate and of the Securities represented by such Certificate for purposes of receiving Distributions and for all other purposes whatsoever and, accordingly, shall not be bound torecognize any equitable or other claim to or interest in such Certificate or in the Securities represented by such Certificate on the part of any Person, whether or not the Trust, the Administrators, the Trustees, the Paying Agent, the TransferAgent or the Registrar shall have actual or other notice thereof.  **ARTICLE IX** **LIMITATION OF LIABILITY OF****HOLDERS OFSECURITIES, TRUSTEES OR OTHERS** SECTION 9.1.  *Liability*.  (a)  Except as expressly set forth in this Declaration, the Guarantee and the terms of the Securities, the Sponsor shall not be:  (i)  personally liable for the return of any portion of the capital contributions (or any return thereon) of the Holders of the Securitieswhich shall be made solely from assets of the Trust; and  (ii)  required to pay to theTrust or to any Holder of the Securities any deficit upon dissolution of the Trust or otherwise.  (b)  The Holder of the Common Securities shall be liable for all of the debts and obligations of the Trust (other than with respect to the Securities) to the extent not satisfied out of the Trust’s assets. (c)  Pursuant to § 3803(a) of the Business Trust Act, the Holders of theSecurities shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware, except as otherwise specifically set forthherein.  SECTION 9.2.  *Exculpation*.  (a)  No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Trust or any Covered Person for any loss, damage or claim incurred by reason ofany act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by thisDeclaration or by law, except that an Indemnified Person (other than an Administrator) shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person’s negligence or willful misconduct with respect to such actsor omissions and except that an Administrator shall be liable for any such loss, damage or claim incurred by reason of such Administrator’s gross negligence or willful misconduct with respect to such acts or omissions.  (b)  An Indemnified Person shall be fully protected in relying in good faith upon the records of the Trust andupon such information, opinions, reports or statements 39 
presented to the Trust by any Person as to matters the Indemnified Person reasonably believes are within such other Person’s professionalor expert competence and, if selected by such Indemnified Person, has been selected by such Indemnified Person with reasonable care by or on behalf of the Trust, including information, opinions, reports or statements as to the value and amount ofthe assets, liabilities, profits, losses or any other facts pertinent to the existence and amount of assets from which Distributions to Holders of Securities might properly be paid.  SECTION 9.3.  *Fiduciary Duty*.  (a) To the extent that, at law or in equity, an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to any other Covered Person, anIndemnified Person acting under this Declaration shall not be liable to the Trust or to any other Covered Person for its good faith reliance on the provisions of this Declaration. The provisions of this Declaration, to the extent that they restrictthe duties and liabilities of an Indemnified Person otherwise existing at law or in equity (other than the duties imposed on the Institutional Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties andliabilities of the Indemnified Person.  (b)  Whenever in this Declaration an IndemnifiedPerson is permitted or required to make a decision:  (i)  in its “discretion”or under a grant of similar authority, the Indemnified Person shall be entitled to consider such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of orfactors affecting the Trust or any other Person; or  (ii)  in its “good faith”or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Declaration or by applicable law.  SECTION 9.4.  *Indemnification*.  (a)  (i)  The Sponsor shall indemnify, to the fullest extent permitted by law, any Indemnified Person who was or is a party or is threatened to be made a party to anythreatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Trust) by reason of the fact that such Person is or was an Indemnified Personagainst expenses (including attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with such action, suit or proceeding if such Person acted in good faith andin a manner such Person reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of anyaction, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person did not act in good faith and in a manner which suchPerson reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful. 40 
 (ii)  The Sponsor shall indemnify, to the fullestextent permitted by law, any Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Trust to procure a judgment in its favor by reason of the factthat such Person is or was an Indemnified Person against expenses (including attorneys’ fees and expenses) actually and reasonably incurred by such Person in connection with the defense or settlement of such action or suit if such Person actedin good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Trust and except that no such indemnification shall be made in respect of any claim, issue or matter as to which such IndemnifiedPerson shall have been adjudged to be liable to the Trust unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication ofliability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which such Court of Chancery or such other court shall deem proper.  (iii)  To the extent that an Indemnified Person shall be successful on the merits or otherwise (includingdismissal of an action without prejudice or the settlement of an action without admission of liability) in defense of any action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 9.4(a), or in defense of any claim, issue ormatter therein, such Person shall be indemnified, to the fullest extent permitted by law, against expenses (including attorneys’ fees and expenses) actually and reasonably incurred by such Person in connection therewith.  (iv)  Any indemnification of an Administrator under paragraphs (i) and (ii) of this Section 9.4(a)(unless ordered by a court) shall be made by the Sponsor only as authorized in the specific case upon a determination that indemnification of the Indemnified Person is proper in the circumstances because such Person has met the applicable standardof conduct set forth in paragraphs (i) and (ii). Such determination shall be made (A) by the Administrators by a majority vote of a Quorum consisting of such Administrators who were not parties to such action, suit or proceeding, (B) if such aQuorum is not obtainable, or, even if obtainable, if a Quorum of disinterested Administrators so directs, by independent legal counsel in a written opinion, or (C) by the Common Security Holder of the Trust.  (v)  To the fullest extent permitted by law, expenses (including attorneys’ fees and expenses) incurred byan Indemnified Person in defending a civil, criminal, administrative or investigative action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 9.4(a) shall be paid by the Sponsor in advance of the final disposition of suchaction, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Person is not entitled to be indemnified by the Sponsor as authorized in thisSection 9.4(a). Notwithstanding the foregoing, no advance shall be made by the Sponsor if a determination is 41 
reasonably and promptly made (1) in the case of a Company Indemnified Person (A) by the Administrators by a majority voteof a Quorum of disinterested Administrators, (B) if such a Quorum is not obtainable, or, even if obtainable, if a Quorum of disinterested Administrators so directs, by independent legal counsel in a written opinion or (C) by the Common SecurityHolder of the Trust, that, based upon the facts known to the Administrators, counsel or the Common Security Holder at the time such determination is made, such Indemnified Person acted in bad faith or in a manner that such Person either believed tobe opposed to or did not believe to be in the best interests of the Trust, or, with respect to any criminal proceeding, that such Indemnified Person believed or had reasonable cause to believe such conduct was unlawful, or (2) in the case of aFiduciary Indemnified Person, by independent legal counsel in a written opinion that, based upon the facts known to the counsel at the time such determination is made, such Indemnified Person acted in bad faith or in a manner that such IndemnifiedPerson either believed to be opposed to or did not believe to be in the best interests of the Trust, or, with respect to any criminal proceeding, that such Indemnified Person believed or had reasonable cause to believe such conduct was unlawful. Inno event shall any advance be made (i) to a Company Indemnified Person in instances where the Administrators, independent legal counsel or the Common Security Holder reasonably determine that such Person deliberately breached such Person’s dutyto the Trust or its Common or Capital Security Holders or (ii) to a Fiduciary Indemnified Person in instances where independent legal counsel promptly and reasonably determines in a written opinion that such Person deliberately breached suchPerson’s duty to the Trust or its Common or Capital Security Holders.  (b)  TheSponsor shall indemnify, to the fullest extent permitted by applicable law, each Indemnified Person from and against any and all loss, damage, liability, tax (other than taxes based on the income of such Indemnified Person), penalty, expense orclaim of any kind or nature whatsoever incurred by such Indemnified Person arising out of or in connection with or by reason of the creation, administration or termination of the Trust, or any act or omission of such Indemnified Person in good faithon behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Declaration, except that no Indemnified Person shall be entitled to be indemnified inrespect of any loss, damage, liability, tax, penalty, expense or claim incurred by such Indemnified Person by reason of negligence or willful misconduct with respect to such acts or omissions.  (c)  The indemnification and advancement of expenses provided by, or granted pursuant to, the other paragraphs of this Section 9.4 shall notbe deemed exclusive of any other rights to which those seeking indemnification and advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors of the Sponsor or Capital Security Holders of the Trustor otherwise, both as to action in such Person’s official capacity and as to action in another capacity while holding such office. All rights to indemnification under this Section 9.4 shall be deemed to be provided by a contract between theSponsor and each Indemnified Person who serves in such capacity at any time while this Section 9.4 is in 42 
effect. Any repeal or modification of this Section 9.4 shall not affect any rights or obligations then existing. (d)  The Sponsor or the Trust may purchase and maintain insurance on behalf of anyPerson who is or was an Indemnified Person against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, whether or not the Sponsor would have the power toindemnify such Person against such liability under the provisions of this Section 9.4.  (e)  For purposes of this Section 9.4, references to “the Trust” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in aconsolidation or merger, so that any Person who is or was a director, trustee, officer or employee of such constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee or agent ofanother entity, shall stand in the same position under the provisions of this Section 9.4 with respect to the resulting or surviving entity as such Person would have with respect to such constituent entity if its separate existence had continued. (f)  The indemnification and advancement of expenses provided by, or granted pursuantto, this Section 9.4 shall, unless otherwise provided when authorized or ratified, continue as to a Person who has ceased to be an Indemnified Person and shall inure to the benefit of the heirs, executors and administrators of such a Person. (g)  The provisions of this Section 9.4 shall survive the termination of thisDeclaration or the earlier resignation or removal of the Institutional Trustee. The obligations of the Sponsor under this Section 9.4 to compensate and indemnify the Trustees and to pay or reimburse the Trustees for expenses, disbursements andadvances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustees as such, except funds held in trustfor the benefit of the holders of particular Capital Securities, *provided*, that the Sponsor is the holder of the Common Securities.  SECTION 9.5.  *Outside Businesses*.    Any Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee (subject to Section 4.3(c)) may engage in or possess an interest in other businessventures of any nature or description, independently or with others, similar or dissimilar to the business of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Declaration in and to such independentventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Trust, shall not be deemed wrongful or improper. None of any Covered Person, the Sponsor, the Delaware Trustee orthe Institutional Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, theSponsor, the Delaware Trustee and the Institutional Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any CoveredPerson, the Delaware Trustee and the Institutional Trustee may engage or be interested in any financial or other 43 
transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee orbody of holders of, securities or other obligations of the Sponsor or its Affiliates.  SECTION9.6.  *Compensation; Fee*.  (a)  The Sponsor agrees:  (i)  to pay to the Trustees from time to time such compensation for all services rendered by them hereunder as the parties shall agree in writing from time to time (which compensation shall not be limited by any provisionof law in regard to the compensation of a trustee of an express trust); and  (ii)  except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable, documented expenses, disbursements and advances incurred or made by the Trustees in accordance with anyprovision of this Declaration (including the reasonable compensation and the expenses and disbursements of their respective agents and counsel), except any such expense, disbursement or advance attributable to their negligence or willful misconduct. (b)  The provisions of this Section 9.6 shall survive the dissolution of the Trust andthe termination of this Declaration and the removal or resignation of any Trustee.  **ARTICLE X** **ACCOUNTING** SECTION 10.1.  *Fiscal Year*.    The fiscal year (the “Fiscal Year”) of the Trust shall be the calendar year, or such other year as is required by the Code.  SECTION 10.2.  *Certain Accounting Matters.* (a)  At all times duringthe existence of the Trust, the Administrators shall keep, or cause to be kept at the principal office of the Trust in the United States, as defined for purposes of Treasury Regulations section 301.7701-7, full books of account, records andsupporting documents, which shall reflect in reasonable detail each transaction of the Trust. The books of account shall be maintained on the accrual method of accounting, in accordance with generally accepted accounting principles, consistentlyapplied.  (b)  The Administrators shall either (i) cause each Form 10-K and Form 10-Qprepared by the Sponsor and filed with the Commission in accordance with the Exchange Act to be delivered to each Holder of Securities, within 90 days after the filing of each Form 10-K and within 30 days after the filing of each Form 10-Q or (ii)cause to be prepared at the principal office of the Trust in the United States, as defined for purposes of Treasury Regulations section 301.7701-7, and delivered to each of the Holders of Securities, within 90 days after the end of each Fiscal Yearof the Trust, annual financial statements of the Trust, including a balance sheet of the Trust as of the end of such Fiscal Year, and the related statements of income or loss. 44 
 (c)  The Administrators shall cause to be duly preparedand delivered to each of the Holders of Securities Form 1099 or such other annual United States federal income tax information statement required by the Code, containing such information with regard to the Securities held by each Holder as isrequired by the Code and the Treasury Regulations. Notwithstanding any right under the Code to deliver any such statement at a later date, the Administrators shall endeavor to deliver all such statements within 30 days after the end of each FiscalYear of the Trust.  (d)  The Administrators shall cause to be duly prepared in theUnited States, as defined for purposes of Treasury Regulations section 301.7701-7, and filed an annual United States federal income tax return on a Form 1041 or such other form required by United States federal income tax law, and any other annualincome tax returns required to be filed by the Administrators on behalf of the Trust with any state or local taxing authority.  (e)  So long as the only Holder of the Capital Securities is TPref Funding I, Ltd., the Administrators will cause the Sponsor’s reports on Form FR Y-9C and FR Y-9LP to be delivered tothe Holder promptly following their filing with the Federal Reserve.  SECTION 10.3.  *Banking*.    The Trust shall maintain one or more bank accounts in the United States, as defined for purposes of Treasury Regulations section 301.7701-7, in the name and for the sole benefit of theTrust; *provided*, *however*, that all payments of funds in respect of the Debentures held by the Institutional Trustee shall be made directly to the Property Account and no other funds of the Trust shall be deposited in the PropertyAccount. The sole signatories for such accounts (including the Property Account) shall be designated by the Institutional Trustee.  SECTION 10.4.  *Withholding*.    The Institutional Trustee or any Paying Agent and the Administrators shall comply with all withholding requirements under United States federal, state and local law. TheInstitutional Trustee or any Paying Agent shall request, and each Holder shall provide to the Institutional Trustee or any Paying Agent, such forms or certificates as are necessary to establish an exemption from withholding with respect to theHolder, and any representations and forms as shall reasonably be requested by the Institutional Trustee or any Paying Agent to assist it in determining the extent of, and in fulfilling, its withholding obligations. The Administrators shall filerequired forms with applicable jurisdictions and, unless an exemption from withholding is properly established by a Holder, shall remit amounts withheld with respect to the Holder to applicable jurisdictions. To the extent that the InstitutionalTrustee or any Paying Agent is required to withhold and pay over any amounts to any authority with respect to distributions or allocations to any Holder, the amount withheld shall be deemed to be a Distribution to the Holder in the amount of thewithholding. In the event of any claimed overwithholding, Holders shall be limited to an action against the applicable jurisdiction. If the amount required to be withheld was not withheld from actual Distributions made, the Institutional Trustee orany Paying Agent may reduce subsequent Distributions by the amount of such withholding. 45 
 **ARTICLE XI** **AMENDMENTS AND MEETINGS** SECTION 11.1.  *Amendments.*    (a)  Except as otherwise provided in this Declaration or by any applicable terms of the Securities, this Declaration may only be amended by a written instrument approvedand executed by  (i)  the Institutional Trustee,  (ii)  if the amendment affects the rights, powers, duties, obligations or immunities of the Delaware Trustee,the Delaware Trustee,  (iii)  if the amendment affects the rights, powers, duties,obligations or immunities of the Administrators, the Administrators, and  (iv)  theHolders of a Majority in liquidation amount of the Common Securities.  (b)  Notwithstanding any other provision of this Article XI, no amendment shall be made, and any such purported amendment shall be void and ineffective:  (i)  unless the Institutional Trustee shall have first received  (A)  an Officers’ Certificate from each of the Trust and the Sponsor that such amendment is permitted by, and conforms to, the terms of thisDeclaration (including the terms of the Securities); and  (B)  an opinion of counsel(who may be counsel to the Sponsor or the Trust) that such amendment is permitted by, and conforms to, the terms of this Declaration (including the terms of the Securities) and that all conditions precedent to the execution and delivery of suchamendment have been satisfied; or  (ii)  if the result of such amendment would be to (A)  cause the Trust to cease to be classified for purposes of United States federalincome taxation as a grantor trust;  (B)  reduce or otherwise adversely affect thepowers of the Institutional Trustee in contravention of the Trust Indenture Act;  (C)  cause the Trust to be deemed to be an Investment Company required to be registered under the Investment Company Act; or 46 
 (D)  cause the Debenture Issuer to be unable to treatan amount equal to the Liquidation Amount of the Debentures as “Tier 1 Capital” for purposes of the capital adequacy guidelines of the Federal Reserve.  (c)  Except as provided in Section 11.1(d), (e) or (g), no amendment shall be made, and any such purported amendment shall be void andineffective, unless the Holders of a Majority in liquidation amount of the Capital Securities shall have consented to such amendment.  (d)  In addition to and notwithstanding any other provision in this Declaration, without the consent of each affected Holder, this Declaration may not be amended to (i) change the amount ortiming of any Distribution on the Securities or otherwise adversely affect the amount of any Distribution required to be made in respect of the Securities as of a specified date or (ii) restrict the right of a Holder to institute suit for theenforcement of any such payment on or after such date.  (e)  Sections 9.1(b) and 9.1(c)and this Section 11.1 shall not be amended without the consent of all of the Holders of the Securities.  (f)  The rights of the Holders of the Capital Securities and Common Securities, as applicable, under Article IV to increase or decrease the number of, and appoint and remove, Trustees shall not be amended without theconsent of the Holders of a Majority in liquidation amount of the Capital Securities or Common Securities, as applicable.  (g)  This Declaration may be amended by the Institutional Trustee and the Holder of a Majority in liquidation amount of the Common Securities without the consent of the Holders of the Capital Securities to: (i)  cure any ambiguity;  (ii)  correct or supplement any provision in this Declaration that may be defective or inconsistent with any other provision of this Declaration; (iii)  add to the covenants, restrictions or obligations of the Sponsor; or (iv)  modify, eliminate or add to any provision of this Declaration to such extent asmay be necessary or desirable, including, without limitation, to ensure that the Trust will be classified for United States federal income tax purposes at all times as a grantor trust and will not be required to register as an Investment Companyunder the Investment Company Act (including without limitation to conform to any change in Rule 3a-5, Rule 3a-7 or any other applicable rule under the Investment Company Act or written change in interpretation or application thereof by anylegislative body, court, government agency or regulatory authority) which amendment does not have a material adverse effect on the right, preferences or privileges of the Holders of Securities; 47 
*provided*, *however*, that no such modification, elimination or addition referred to in clauses (i), (ii), (iii) or (iv) shall adversely affect the powers, preferences or rights ofHolders of Capital Securities.  SECTION 11.2.  *Meetings of the Holders of the Securities; Action by Written Consent.* (a)  Meetings of the Holders of any class of Securities may be called at any time by the Administrators (or as provided in the terms of the Securities) to consider and act on any matter on which Holders of such class ofSecurities are entitled to act under the terms of this Declaration, the terms of the Securities or the rules of any stock exchange on which the Capital Securities are listed or admitted for trading, if any. The Administrators shall call a meeting ofthe Holders of such class if directed to do so by the Holders of not less than 10% in liquidation amount of such class of Securities. Such direction shall be given by delivering to the Administrators one or more calls in a writing stating that thesigning Holders of the Securities wish to call a meeting and indicating the general or specific purpose for which the meeting is to be called. Any Holders of the Securities calling a meeting shall specify in writing the Certificates held by theHolders of the Securities exercising the right to call a meeting and only those Securities represented by such Certificates shall be counted for purposes of determining whether the required percentage set forth in the second sentence of thisparagraph has been met.  (b)  Except to the extent otherwise provided in the terms ofthe Securities, the following provisions shall apply to meetings of Holders of the Securities:  (i)  notice of any such meeting shall be given to all the Holders of the Securities having a right to vote thereat at least 7 days and not more than 60 days before the date of such meeting. Whenever a vote, consent orapproval of the Holders of the Securities is permitted or required under this Declaration or the rules of any stock exchange on which the Capital Securities are listed or admitted for trading, if any, such vote, consent or approval may be given at ameeting of the Holders of the Securities. Any action that may be taken at a meeting of the Holders of the Securities may be taken without a meeting if a consent in writing setting forth the action so taken is signed by the Holders of the Securitiesowning not less than the minimum amount of Securities that would be necessary to authorize or take such action at a meeting at which all Holders of the Securities having a right to vote thereon were present and voting. Prompt notice of the taking ofaction without a meeting shall be given to the Holders of the Securities entitled to vote who have not consented in writing. The Administrators may specify that any written ballot submitted to the Holders of the Securities for the purpose of takingany action without a meeting shall be returned to the Trust within the time specified by the Administrators;  (ii)  each Holder of a Security may authorize any Person to act for it by proxy on all matters in which a Holder of Securities is entitled to participate, including waiving notice of any meeting, or voting or participatingat a meeting. No proxy shall be valid after the expiration of 11 months from the date thereof 48 
unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Holder of the Securities executing it. Except as otherwise provided herein, all matters relating tothe giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Holders of theSecurities were stockholders of a Delaware corporation; each meeting of the Holders of the Securities shall be conducted by the Administrators or by such other Person that the Administrators may designate; and  (iii)  unless the Business Trust Act, this Declaration, the terms of the Securities, the Trust Indenture Act orthe listing rules of any stock exchange on which the Capital Securities are then listed for trading, if any, otherwise provides, the Administrators, in their sole discretion, shall establish all other provisions relating to meetings of Holders ofSecurities, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Holders of the Securities, waiver of any such notice, action by consent without a meeting, the establishment of a record date,quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote; *provided*, *however*, that each meeting shall be conducted in the United States (as that term is defined inTreasury Regulations section 301.7701-7).   **ARTICLE XII** **REPRESENTATIONS OF INSTITUTIONAL TRUSTEE****AND DELAWARE TRUSTEE** SECTION 12.1.  *Representations and Warranties of Institutional Trustee.*    The Trustee that acts as initial Institutional Trustee represents and warrants to the Trustand to the Sponsor at the date of this Declaration, and each Successor Institutional Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Institutional Trustee’s acceptance of its appointment asInstitutional Trustee, that:  (a)  the Institutional Trustee is a banking corporationwith trust powers, duly organized, validly existing and in good standing under the laws of the State of Delaware with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, thisDeclaration;  (b)  the Institutional Trustee has a combined capital and surplus of atleast fifty million U.S. dollars ($50,000,000);  (c)  the Institutional Trustee is notan affiliate of the Sponsor, nor does the Institutional Trustee offer or provide credit or credit enhancement to the Trust;  (d)  the execution, delivery and performance by the Institutional Trustee of this Declaration has been duly authorized by all necessary corporate action on the part of the 49 
Institutional Trustee. This Declaration has been duly executed and delivered by the Institutional Trustee, and under Delaware law (excluding any securities laws) constitutes a legal, valid andbinding obligation of the Institutional Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency and other similar laws affecting creditors’ rights generally and togeneral principles of equity and the discretion of the court (regardless of whether considered in a proceeding in equity or at law);  (e)  the execution, delivery and performance of this Declaration by the Institutional Trustee does not conflict with or constitute a breach of the charter or by-laws of the InstitutionalTrustee; and  (f)  no consent, approval or authorization of, or registration with ornotice to, any state or federal banking authority governing the trust powers of the Institutional Trustee is required for the execution, delivery or performance by the Institutional Trustee of this Declaration.  SECTION 12.2.  *Representations and Warranties of Delaware Trustee.*    The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to theSponsor at the date of this Declaration, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee’s acceptance of its appointment as Delaware Trustee that: (a)  if it is not a natural person, the Delaware Trustee is duly organized, validlyexisting and in good standing under the laws of the State of Delaware;  (b)  if it isnot a natural person, the execution, delivery and performance by the Delaware Trustee of this Declaration has been duly authorized by all necessary corporate action on the part of the Delaware Trustee. This Declaration has been duly executed anddelivered by the Delaware Trustee, and under Delaware law (excluding any securities laws) constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicablebankruptcy, reorganization, moratorium, insolvency and other similar laws affecting creditors’ rights generally and to general principles of equity and the discretion of the court (regardless of whether considered in a proceeding in equity orat law);  (c)  if it is not a natural person, the execution, delivery and performance ofthis Declaration by the Delaware Trustee does not conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee;  (d)  it has trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration;  (e)  no consent, approval or authorization of, or registration with or notice to, any state or federal bankingauthority governing the trust powers of the Delaware Trustee is required for the execution, delivery or performance by the Delaware Trustee of this Declaration; and 50 
 (f)  the Delaware Trustee is a natural person who is aresident of the State of Delaware or, if not a natural person, it is an entity which has its principal place of business in the State of Delaware and, in either case, a Person that satisfies for the Trust the requirements of Section 3807 of theBusiness Trust Act.   **ARTICLE XIII** **MISCELLANEOUS** SECTION 13.1.  *Notices.*    All notices provided for in this Declaration shall be in writing, duly signed by the party giving such notice, and shall be delivered,telecopied (which telecopy shall be followed by notice delivered or mailed by first class mail) or mailed by first class mail, as follows:  (a)  if given to the Trust, in care of the Administrators at the Trust’s mailing address set forth below (or such other address as the Trust may give notice of to the Holders of theSecurities):  Centennial Capital Trust I c/o Centennial First Financial Services 218East State Street Redlands, California 92373 Attention: Mrs. Beth Sanders, Executive Vice President and Chief Financial Officer Telecopy: (909) 798-1872 Telephone: (909)798-3611  (b)  if given to the Delaware Trustee, at the mailing address set forth below(or such other address as the Delaware Trustee may give notice of to the Holders of the Securities):  Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration Telecopy: (302) 651-8882 Telephone: (302) 651-1000  (c)  if given to the Institutional Trustee, at the Institutional Trustee’s mailing address set forth below (or such other address as theInstitutional Trustee may give notice of to the Holders of the Securities):  Wilmington TrustCompany Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration 51 
Telecopy: (302) 651-8882 Telephone: (302) 651-1000  (d)  if givento the Holder of the Common Securities, at the mailing address of the Sponsor set forth below (or such other address as the Holder of the Common Securities may give notice of to the Trust):  Centennial First Financial Services 218 EastState Street Redlands, California 92373 Attention: Mrs. Beth Sanders, Executive Vice President and Chief Financial Officer Telecopy: (909) 798-1872 Telephone: (909)798-3611  (e)  if given to any other Holder, at the address set forth on the books andrecords of the Trust.  All such notices shall be deemed to have been given when received in person, telecopied with receipt confirmed, ormailed by first class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have beendelivered on the date of such refusal or inability to deliver.  SECTION 13.2.  *Governing Law.*    This Declaration and the rights and obligations of the parties hereunder shall be governed by and interpreted in accordance with the lawof the State of Delaware and all rights, obligations and remedies shall be governed by such laws without regard to the principles of conflict of laws of the State of Delaware or any other jurisdiction that would call for the application of the lawof any jurisdiction other than the State of Delaware.  SECTION 13.3.  *Submission to Jurisdiction.* (a)  Each of the parties hereto agrees that any suit, action or proceeding arising out of or based upon this Declaration, or the transactions contemplated hereby, may be instituted in any of the courts of the State of NewYork and the United States District Courts, in each case located in the Borough of Manhattan, City and State of New York, and further agrees to submit to the jurisdiction of any competent court in the place of its corporate domicile in respect ofactions brought against it as a defendant. In addition, each such party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of such suit, action or proceedingbrought in any such court and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and irrevocably waives any right to which it may be entitled on account of itsplace of corporate domicile. Each such party hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Declaration or the transactions contemplated hereby. Each such party agrees thatfinal judgment in any proceedings 52 
brought in such a court shall be conclusive and binding upon it and may be enforced in any court to the jurisdiction of which it is subject by a suit upon such judgment.  (b)  Each of the Sponsor and the Holder of the Common Securities irrevocably consents to the service of processon it in any such suit, action or proceeding in any such court by the mailing thereof by registered or certified mail, postage prepaid, to it at its address given in or pursuant to Section 13.1 hereof.  (c)  To the extent permitted by law, nothing herein contained shall preclude any party from effecting service ofprocess in any lawful manner or from bringing any suit, action or proceeding in respect of this Declaration in any other state, country or place.  SECTION 13.4.  *Intention of the Parties.*    It is the intention of the parties hereto that the Trust be classified for United States federal income tax purposes as agrantor trust. The provisions of this Declaration shall be interpreted to further this intention of the parties.  SECTION 13.5.  *Headings.*    Headings contained in this Declaration are inserted for convenience of reference only and do not affect the interpretation of thisDeclaration or any provision hereof.  SECTION 13.6.  *Successors and Assigns.*    Whenever in this Declaration any of the parties hereto is named or referred to, the successors and assigns of such party shallbe deemed to be included, and all covenants and agreements in this Declaration by the Sponsor and the Trustees shall bind and inure to the benefit of their respective successors and assigns, whether or not so expressed.  SECTION 13.7.  *Partial Enforceability.*    If any provision of this Declaration, or the application of such provision to any Person or circumstance, shall be heldinvalid, the remainder of this Declaration, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.  SECTION 13.8.  *Counterparts.*    This Declaration may contain more than one counterpart of the signature page and this Declaration may be executed by the affixing of thesignature of each of the Trustees and Administrators to any of such counterpart signature pages. All of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers hadsigned a single signature page. 53 
 IN WITNESS WHEREOF, the undersigned have caused this Declaration to be dulyexecuted as of the day and year first above written.   WILMINGTON TRUST COMPANY,as Delaware Trustee By:    **Name:****Title:**  WILMINGTON TRUST COMPANY,as Institutional Trustee By:    **Name:****Title:**  CENTENNIAL FIRST FINANCIAL SERVICESas Sponsor By:    **Name:****Title:**  By:    **Administrator**  By:    **Administrator**54 
 **ANNEX I** **TERMS OF** **FLOATING RATETRUPS****®****AND****FLOATING RATE COMMON SECURITIES** Pursuant to Section 6.1 ofthe Amended and Restated Declaration of Trust, dated as of July 11, 2002 (as amended from time to time, the “Declaration”), the designation, rights, privileges, restrictions, preferences and other terms and provisions of the CapitalSecurities and the Common Securities are set out below (each capitalized term used but not defined herein has the meaning set forth in the Declaration):  1.    *Designation and Number.* (a)  Capital Securities. 6,000 Capital Securities of Centennial Capital Trust I (the “Trust”), with an aggregate stated liquidation amount with respect to the assets of the Trust of Six Million Dollars($6,000,000) and a stated liquidation amount with respect to the assets of the Trust of $1,000 per Capital Security, are hereby designated for the purposes of identification only as the “Floating Rate TRUPS®” (the “Capital Securities”). The Capital Security Certificates evidencing the Capital Securities shall be substantially in the form of Exhibit A-1 to the Declaration, with suchchanges and additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice or to conform to the rules of any stock exchange on which the Capital Securities are listed, if any.  (b)  Common Securities. 186 Common Securities of the Trust (the “Common Securities”) will be evidenced by CommonSecurity Certificates substantially in the form of Exhibit A-2 to the Declaration, with such changes and additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice. In the absence of an Event of Default, theCommon Securities will have an aggregate stated liquidation amount with respect to the assets of the Trust of One Hundred Eighty Six Thousand Dollars ($186,000) and a stated liquidation amount with respect to the assets of the Trust of $1,000 perCommon Security.  2.  Distributions. (a) Distributions payable on each Security will be payable at avariable per annum rate of interest, reset quarterly, equal to LIBOR, as determined on the LIBOR Determination Date immediately preceding each Distribution Payment Date, plus 3.65% (the “Coupon Rate”) of the stated liquidation amount of$1,000 per Security, such rate being the rate of interest payable on the Debentures to be held by the Institutional Trustee; *provided*, that the applicable Coupon Rate may not exceed 12.5% through the Distribution Payment Date in July, 2007.Except as set forth below in respect of an Extension Period, Distributions in arrears for more than one quarterly period will bear interest thereon compounded quarterly at the applicable Coupon Rate for each such quarterly period (to the extentpermitted by applicable law). The term “Distributions” as used herein includes cash distributions, any such compounded distributions and any Additional Interest payable on the Debentures unless otherwise stated. A Distribution is payableonly to the extent that payments are made in respect of the Debentures held by the Institutional Trustee and to the extent the Institutional Trustee has funds available in the Property Account therefor. The amount of Distributions payable for anyperiod will be A-I-1 
 computed for any full quarterly Distribution period on the basis of a 360-day year and the actual numberof days elapsed in the relevant Distribution period; *provided, however*, that upon the occurrence of a Special Event redemption pursuant to paragraph 4(a) below the amounts payable pursuant to this Declaration shall be calculated as set forthin the definition of Special Redemption Price.  (b)    LIBOR shall be determined by theCalculation Agent in accordance with the following provisions:  (1)  On the second LIBORBusiness 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 aLIBOR Banking Day) 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 obtainedby the Calculation 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 otherpage as 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 paymentperiod, 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 or other 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 ratebefore 12:00 noon (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 A-I-2 
 the Calculation Agent) are quoting on the relevant LIBOR Determination Date forthree-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 selected bythe Calculation Agent.  (3)  If the Calculation Agent is required but is unable todetermine 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 Securities will be rounded, ifnecessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and all dollar amounts used in orresulting 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 Sponsor and the Paying Agent of the applicable Coupon Rate in effect for the related Distribution payment period. The CalculationAgent shall, upon the request of the Holder of any Securities, provide the Coupon Rate then in effect. All calculations made by the Calculation Agent in the absence of manifest error shall be conclusive for all purposes and binding on the Sponsorand the Holders of the Securities. The Paying Agent shall be entitled to rely on information received from the Calculation Agent or the Sponsor as to the Coupon Rate. The Sponsor shall, from time to time, provide any necessary information to thePaying Agent relating to any original issue discount and interest on the Securities that is included in any payment and reportable for taxable income calculation purposes.  (e)  Distributions on the Securities will be cumulative, will accrue from the date of original issuance, and will be payable, subject to extension of Distributionpayment periods as described herein, quarterly in arrears on January 7, April 7, July 7 and October 7 of each year, commencing on October 7, 2002 (each, a “Distribution Payment Date”). The Debenture Issuer has the right under the Indentureto defer payments of interest on the Debentures by extending the interest payment period for up to 20 consecutive quarterly periods (each, an “Extension Period”) at any time and from time to time on the Debentures, subject to theconditions described below, 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 Debentures, andinterest on such accrued interest (such accrued interest and interest thereon referred to herein as “Deferred Interest”) will accrue at an annual rate equal to the Coupon Rate in effect for each such Extension Period, compounded quarterlyfrom the date such Deferred Interest would have been payable were it not for the Extension Period, to the extent permitted by law. No Extension Period may end on a date other than a Distribution Payment Date. At the end of any such Extension Period,the Debenture Issuer shall pay all Deferred Interest then accrued and unpaid on the Debentures; *provided, however*, that no Extension Period may extend beyond the Maturity Date and*provided, further,*A-I-3 
 that, during any such Extension Period, the Debenture Issuer may not (i) declare or pay any dividends ordistributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Debenture Issuer’s capital stock or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase orredeem any debt securities of the Debenture Issuer that rank *pari passu*in all respects with or junior in interest to the Debentures (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the DebentureIssuer (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 stockholderstock purchase plan or (C) in connection with the issuance of capital stock of the Debenture Issuer (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to theapplicable Extension Period, (b) as a result of any exchange or conversion of any class or series of the Debenture Issuer’s capital stock (or any capital stock of a subsidiary of the Debenture Issuer) for any class or series of the DebentureIssuer’s capital stock or of any class or series of the Debenture Issuer’s indebtedness for any class or series of the Debenture Issuer’s capital stock, (c) the purchase of fractional interests in shares of the Debenture Issuer’scapital 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 rights plan, 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 the dividend stock or the stock issuableupon 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 any Extension Period, the Debenture Issuermay further extend such period,*provided*, that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the terminationof any Extension Period and upon the payment of all Deferred Interest, the Debenture Issuer may commence a new Extension Period, subject to the foregoing requirements. No interest or Deferred Interest shall be due and payable during an ExtensionPeriod, except at the end thereof, but interest shall accrue upon each installment of interest that would otherwise have been due and payable during such Extension Period until such installment is paid. If Distributions are deferred, theDistributions due shall be paid on the date that the related Extension Period terminates, or, if such date is not a Distribution Payment Date, on the immediately following Distribution Payment Date, to Holders of the Securities as they appear on thebooks and records of the Trust on the record date immediately preceding such date. Distributions on the Securities must be paid on the dates payable (after giving effect to any Extension Period) to the extent that the Trust has funds available forthe payment of such distributions in the Property Account of the Trust. The Trust’s funds available for Distribution to the Holders of the Securities will be limited to payments received from the Debenture Issuer. The payment of Distributionsout of moneys held by the Trust is guaranteed by the Guarantor pursuant to the Guarantee.  (f)  Distributions on the Securities will be payable to the Holders thereof as they appear on the books and records of the Registrar on the relevant record dates. The relevant record dates shall be selected by theAdministrators, which dates shall be 15 days before the A-I-4 
 relevant payment dates. Distributions payable on any Securities that are not punctually paid on anyDistribution Payment Date, as a result of the Debenture Issuer having failed to make a payment under the Debentures, as the case may be, when due (taking into account any Extension Period), will cease to be payable to the Person in whose name suchSecurities are registered on the relevant record date, and such defaulted Distribution will instead be payable to the Person in whose name such Securities are registered on the special record date or other specified date determined in accordancewith the Indenture. If any date on which Distributions are payable on the Securities is not a Business Day, then payment of the Distribution payable on such date will be made on the next succeeding day that is a Business Day (and without anyinterest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect asif made on such payment date.  (g)  In the event that there is any money or other property held by orfor the Trust that is not accounted for hereunder, such property shall be distributed pro rata (as defined herein) among the Holders of the Securities.  3.  *Liquidation Distribution Upon Dissolution.*    In the event of the voluntary or involuntary liquidation, dissolution, winding-up or termination of the Trust(each, a “Liquidation”) other than in connection with a redemption of the Debentures, the Holders of the Securities will be entitled to receive out of the assets of the Trust available for distribution to Holders of the Securities, aftersatisfaction of liabilities to creditors of the Trust (to the extent not satisfied by the Debenture Issuer), distributions equal to the aggregate of the stated liquidation amount of $1,000 per Security plus accrued and unpaid Distributions thereonto the date of payment (such amount being the “Liquidation Distribution”), unless in connection with such Liquidation, the Debentures in an aggregate stated principal amount equal to the aggregate stated liquidation amount of suchSecurities, with an interest rate equal to the Coupon Rate of, and bearing accrued and unpaid interest in an amount equal to the accrued and unpaid Distributions on, and having the same record date as, such Securities, after paying or makingreasonable provision to pay all claims and obligations of the Trust in accordance with Section 3808(e) of the Business Trust Act, shall be distributed on a Pro Rata basis to the Holders of the Securities in exchange for such Securities. The Sponsor, as the Holder of all of the Common Securities, has the right at any time to dissolve the Trust(including without limitation upon the occurrence of a Tax Event, an Investment Company Event or a Capital Treatment Event), subject to the receipt by the Debenture Issuer 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 of the Federal Reserve and, after satisfaction of liabilities to creditors of the Trust, cause the Debentures to be distributed to the Holders of theSecurities on a Pro Rata basis in accordance with the aggregate stated liquidation amount thereof.  The Trustshall dissolve on the first to occur of (i) October 7, 2037, the expiration of the term of the Trust, (ii) a Bankruptcy Event with respect to the Sponsor, the Trust or the Debenture Issuer, (iii) (other than in connection with a merger,consolidation or similar transaction not prohibited by the Indenture, this Declaration or the Guarantee, as the case may A-I-5 
 be) the filing of a certificate of dissolution of the Sponsor or upon the revocation of the charter ofthe Sponsor and the expiration of 90 days after the date of revocation without a reinstatement thereof, (iv) the distribution to the Holders of the Securities of the Debentures, upon exercise of the right of the Holder of all of the outstandingCommon Securities to dissolve the Trust as described above, (v) the entry of a decree of a judicial dissolution of the Sponsor or the Trust, or (vi) when all of the Securities shall have been called for redemption and the amounts necessary forredemption thereof shall have been paid to the Holders in accordance with the terms of the Securities. As soon as practicable after the dissolution of the Trust and upon completion of the winding up of the Trust, the Trust shall terminate upon thefiling of a certificate of cancellation with the Secretary of State of the State of Delaware.  If a Liquidation ofthe Trust occurs as described in clause (i), (ii), (iii) or (v) in the immediately preceding paragraph, the Trust shall be liquidated by the Institutional Trustee of the Trust as expeditiously as such Trustee determines to be possible bydistributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to the Holders of the Securities, the Debentures on a Pro Rata basis to the extent not satisfied by the Debenture Issuer, unless suchdistribution is determined by the Institutional Trustee not to be practical, in which event such Holders will be entitled to receive out of the assets of the Trust available for distribution to the Holders, after satisfaction of liabilities tocreditors of the Trust to the extent not satisfied by the Debenture Issuer, an amount equal to the Liquidation Distribution. An early Liquidation of the Trust pursuant to clause (iv) of the immediately preceding paragraph shall occur if theInstitutional Trustee determines that such Liquidation is possible by distributing, after satisfaction of liabilities to creditors of Trust, to the Holders of the Securities on a Pro Rata basis, the Debentures, and such distribution occurs. If, upon any such Liquidation, the Liquidation Distribution can be paid only in part because the Trust hasinsufficient assets available to pay in full the aggregate Liquidation Distribution, then the amounts payable directly by the Trust on such Capital Securities shall be paid to the Holders of the Securities on a Pro Rata basis, except that if anEvent of Default has occurred and is continuing, the Capital Securities shall have a preference over the Common Securities with regard to such distributions.  Upon any such Liquidation of the Trust involving a distribution of the Debentures, if at the time of such Liquidation, the Capital Securities were rated by at least one nationally-recognizedstatistical rating organization, the Debenture Issuer will use its reasonable best efforts to obtain from at least one such or other rating organization a rating for the Debentures.  After the date for any distribution of the Debentures upon dissolution of the Trust, (i) the Securities of the Trust will be deemed to be no longer outstanding, (ii) anycertificates representing the Capital Securities will be deemed to represent undivided beneficial interests in such of the Debentures as have an aggregate principal amount equal to the aggregate stated liquidation amount of, with an interest rateidentical to the distribution rate of, and bearing accrued and unpaid interest equal to accrued and unpaid distributions on, the Securities until such certificates are presented to the Debenture Issuer or its agent for transfer or reissuance (anduntil such certificates are so surrendered, no payments of interest or principal shall be made to A-I-6 
 Holders of Securities in respect of any payments due and payable under the Debentures) and (iii) allrights of Holders of Securities under the Capital Securities or the Common Securities, as applicable, shall cease, except the right of such Holders to receive Debentures upon surrender of certificates representing such Securities.  *4.  Redemption and Distribution.* (a)  The Debentures will mature on October 7, 2032. The Debentures may be redeemed by the Debenture Issuer, in whole or in part, on any January 7, April 7, July 7or October 7 on or after July 7, 2007, at the Redemption Price, upon not less than 30 nor more than 60 days’ notice to Holders of such Debentures. In addition, upon the occurrence and continuation of a Tax Event, an Investment Company Event ora Capital Treatment Event, the Debentures may be redeemed by the Debenture Issuer 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, as the case maybe (the “Special Redemption Date”), at the Special Redemption Price, upon not less than 30 nor more than 60 days’ notice to Holders of the Debentures so long as such Tax Event, Investment Company Event or Capital Treatment Event, asthe case may be, is continuing. In each case, the right of the Debenture Issuer to redeem the Debentures is subject to the Debenture Issuer having received prior approval from the Federal Reserve, if then required under applicable capital guidelinesor policies of the Federal Reserve.  “Tax Event” means the receipt by the Debenture Issuer and the Trustof an opinion of counsel experienced in such matters to the effect that, as a result of any amendment to or change (including any announced prospective change) in the laws or any regulations thereunder of the United States or any politicalsubdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement (including any private letter ruling, technical advice memorandum, regulatory procedure, notice or announcement)(an “AdministrativeAction”) or judicial decision interpreting or applying such laws or regulations, regardless of whether such Administrative Action or judicial decision is issued to or in connection with a proceeding involving the Debenture Issuer or the Trustand whether or not subject to review or appeal, which amendment, clarification, change, Administrative Action or decision is enacted, promulgated or announced, in each case on or after the date of original issuance of the Debentures, there is morethan an insubstantial risk that: (i) the Trust is, or will be within 90 days of the date of such opinion, subject to United States federal income tax with respect to income received or accrued on the Debentures; (ii) interest payable by theDebenture Issuer on the Debentures is not, or within 90 days of the date of such opinion, will not be, deductible by the Debenture Issuer, in whole or in part, for United States federal income tax purposes; or (iii) the Trust is, or will be within90 days of the date of such opinion, subject to more than a de minimis amount of other taxes (including withholding taxes), duties, assessments or other governmental charges.  “Investment Company Event” means the receipt by the Debenture Issuer and the Trust of an opinion of counsel experienced in such matters to the effect that, as aresult of a change in law or regulation or written change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that the Trust isor, within 90 days of the date of such opinion will be, A-I-7 
 considered an “investment company” that is required to be registered under the InvestmentCompany Act, which change or prospective change becomes effective or would become effective, as the case may be, on or after the date of the original issuance of the Debentures.  “Capital Treatment Event” means the receipt by the Debenture Issuer and the Trust of an opinion of counsel experienced in such matters to the effect that, as aresult of any amendment to, or change in, the laws, rules or regulations of the United States or any political subdivision thereof or therein, or as the result of any official or administrative pronouncement or action or decision interpreting orapplying such laws, rules or regulations, which amendment or change is effective or which pronouncement, action or decision is announced on or after the date of original issuance of the Debentures, there is more than an insubstantial risk that theDebenture Issuer will not, within 90 days of the date of such opinion, be entitled to treat an amount equal to the aggregate Liquidation Amount of the Capital Securities as “Tier 1 Capital” (or the then equivalent thereof) for purposes ofthe capital adequacy guidelines of the Federal Reserve (or any successor regulatory authority with jurisdiction over bank holding companies), as then in effect and applicable to the Debenture Issuer; *provided, however,* that the distributionof the Debentures in connection with the Liquidation of the Trust by the Debenture Issuer 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 InvestmentCompany Event.  “Special Event” means any of a Capital Treatment Event, a Tax Event or an InvestmentCompany Event.  “Redemption Price” means 100% of the principal amount of the Debentures being redeemedplus accrued and unpaid interest on such Debentures 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 after July 7, 2007. “Special Redemption Price” means (1) if the Special Redemption Date is before July 7, 2007, the greaterof (a) 100% of the principal amount of the Debentures 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 part of the Redemption Pricewith 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 Debentures, discounted to the Special RedemptionDate 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 Debentures to the Special Redemption Date and (2) ifthe 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 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, A-I-8 
 the two most closely corresponding United States Treasury securities shall be used as the ComparableTreasury Issue, 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 obtains 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 Debenture Issuer shallsubstitute therefor another Primary Treasury Dealer.  “Redemption Date” means the date fixed for theredemption of Capital Securities, which shall be any January 7, April 7, July 7 or October 7 on or after July 7, 2007.  “Reference Treasury Dealer” means (i) the Quotation Agent and (ii) any other Primary Treasury Dealer selected by the Debenture Trustee after consultation with the Debenture Issuer.  “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 Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Debenture Trustee by such Reference TreasuryDealer at 5:00 p.m., New York City time, on the third Business Day preceding such Special Redemption Date.  “Remaining Life” means, with respect to any Debentures the period from the Special Redemption Date for such Debentures to July 7, 2007.  “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 publishedstatistical release designated H.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 Constant Maturities,” 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 theRemaining Life shall be determined 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 theweek preceding the calculation 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 apercentage of its principal amount) equal to A-I-9 
 the Comparable Treasury Price for such Special Redemption Date. The Treasury Rate shall be calculated onthe third Business Day preceding the Special Redemption Date.  (b)  Upon the repayment in full atmaturity or redemption in whole or in part of the Debentures (other than following the distribution of the Debentures to the Holders of the Securities), the proceeds from such repayment or payment shall concurrently be applied to redeem Pro Rata atthe applicable Redemption Price, Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so repaid or redeemed; *provided, however*, that holders of such Securities shall be given not lessthan 30 nor more than 60 days’ notice of such redemption (other than at the scheduled maturity of the Debentures).  (c)  If fewer than all the outstanding Securities are to be so redeemed, the Common Securities and the Capital Securities will be redeemed Pro Rata and the Capital Securities to be redeemed will be as described in Section4(e)(ii) below.  (d)  The Trust may not redeem fewer than all the outstanding Capital Securities unlessall accrued and unpaid Distributions have been paid on all Capital Securities for all quarterly Distribution periods terminating on or before the date of redemption.  (e)  Redemption or Distribution Procedures.  (i)  Notice of any redemption of, or notice of distribution of the Debentures in exchange for, the Securities (a “Redemption/Distribution Notice”) will be given by the Trust by mailto each Holder of Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the Debentures.For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 4(e)(i), a Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed byfirst-class mail, postage prepaid, to Holders of such Securities. Each Redemption/Distribution Notice shall be addressed to the Holders of such Securities at the address of each such Holder appearing on the books and records of the Registrar. Nodefect in the Redemption/Distribution Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.  (ii)  In the event that fewer than all the outstanding Securities are to be redeemed, the Securities to beredeemed shall be redeemed Pro Rata from each Holder of Capital Securities.  (iii)  Ifthe Securities are to be redeemed and the Trust gives a Redemption/Distribution Notice, which notice may only be issued if the Debentures are redeemed as set out in this Section 4 (which notice will be irrevocable), then,*provided*, that theInstitutional Trustee has a sufficient amount of cash in connection with the related redemption or maturity of the Debentures, the Institutional Trustee will pay the relevant Redemption Price to the Holders of such Securities by check mailed to theA-I-10 
 address of each such Holder appearing on the books and records of the Trust onthe redemption date. If a Redemption/Distribution Notice shall have been given and funds deposited as required, then immediately prior to the close of business on the date of such deposit, Distributions will cease to accrue on the Securities socalled for redemption and all rights of Holders of such Securities so called for redemption will cease, except the right of the Holders of such Securities to receive the applicable Redemption Price specified in Section 4(a), but without interest onsuch Redemption Price. If any date fixed for redemption of Securities is not a Business Day, then payment of any such Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest orother payment in respect of any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such datefixed for redemption. If payment of the Redemption Price in respect of any Securities is improperly withheld or refused and not paid either by the Trust or by the Debenture Issuer as guarantor pursuant to the Guarantee, Distributions on suchSecurities will continue to accrue at the then applicable rate from the original redemption date to the actual date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating theRedemption Price. In the event of any redemption of the Capital Securities issued by the Trust in part, the Trust shall not be required to (i) issue, register the transfer of or exchange any Security during a period beginning at the opening ofbusiness 15 days before any selection for redemption of the Capital Securities and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of the Capital Securitiesto be so redeemed or (ii) register the transfer of or exchange any Capital Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Capital Securities being redeemed in part.  (iv)  Redemption/Distribution Notices shall be sent by the Administrators on behalf of the Trust (A) in respectof the Capital Securities, to the Holders thereof, and (B) in respect of the Common Securities, to the Holder thereof.  (v)  Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), and *provided*, that the acquiror is not the Holder of the Common Securities or theobligor under the Indenture, the Sponsor or any of its subsidiaries may at any time and from time to time purchase outstanding Capital Securities by tender, in the open market or by private agreement.  5.  *Voting Rights—Capital Securities.*    (a) Except as provided under Sections 5(b) and 7 and asotherwise required by law and the Declaration, the Holders of the Capital Securities will have no voting rights. The Administrators are required to call a meeting of the Holders of the Capital Securities if directed to do so by Holders of not lessthan 10% in liquidation amount of the Capital Securities.  (b)  Subject to the requirements of obtaininga tax opinion by the Institutional Trustee in certain circumstances set forth in the last sentence of this paragraph, the Holders of a Majority in liquidation amount of the Capital Securities, voting separately as a class, have the A-I-11 
 right to direct the time, method, and place of conducting any proceeding for any remedy available to theInstitutional Trustee, or exercising any trust or power conferred upon the Institutional Trustee under the Declaration, including the right to direct the Institutional Trustee, as holder of the Debentures, to (i) exercise the remedies availableunder the Indenture as the holder of the Debentures, (ii) waive any past default that is waivable under the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable or(iv) consent on behalf of all the Holders of the Capital Securities to any amendment, modification or termination of the Indenture or the Debentures where such consent shall be required; *provided*, *however*, that, where a consent oraction under the Indenture would require the consent or act of the holders of greater than a simple majority in principal amount of Debentures (a “Super Majority”) affected thereby, the Institutional Trustee may only give such consent ortake such action at the written direction of the Holders of not less than the proportion in liquidation amount of the Capital Securities outstanding which the relevant Super Majority represents of the aggregate principal amount of the Debenturesoutstanding. If the Institutional Trustee fails to enforce its rights under the Debentures after the Holders of a Majority in liquidation amount of such Capital Securities have so directed the Institutional Trustee, to the fullest extent permittedby law, a Holder of the Capital Securities may institute a legal proceeding directly against the Debenture Issuer to enforce the Institutional Trustee’s rights under the Debentures without first instituting any legal proceeding against theInstitutional Trustee or any other person or entity. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Debenture Issuer to pay interest or principal on theDebentures on the date the interest or principal is payable (or in the case of redemption, the redemption date), then a Holder of record of the Capital Securities may directly institute a proceeding for enforcement of payment, on or after therespective due dates specified in the Debentures, to such Holder directly of the principal of or interest on the Debentures having an aggregate principal amount equal to the aggregate liquidation amount of the Capital Securities of such Holder. TheInstitutional Trustee shall notify all Holders of the Capital Securities of any default actually known to the Institutional Trustee with respect to the Debentures unless (x) such default has been cured prior to the giving of such notice or (y) theInstitutional Trustee determines in good faith that the withholding of such notice is in the interest of the Holders of such Capital Securities, except where the default relates to the payment of principal of or interest on any of the Debentures.Such notice shall state that such Indenture Event of Default also constitutes an Event of Default hereunder. Except with respect to directing the time, method and place of conducting a proceeding for a remedy, the Institutional Trustee shall nottake any of the actions described in clause (i), (ii) or (iii) above unless the Institutional Trustee has obtained an opinion of tax counsel to the effect that, as a result of such action, the Trust will not be classified as other than a grantortrust for United States federal income tax purposes.  In the event the consent of the Institutional Trustee, asthe holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect tosuch amendment, modification or termination and shall vote with respect to such amendment, modification or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; *provided, however*,that A-I-12 
 where a consent under the Indenture would require the consent of a Super Majority, the InstitutionalTrustee may only give such consent at the written direction of the Holders of not less than the proportion in liquidation amount of such Securities outstanding which the relevant Super Majority represents of the aggregate principal amount of theDebentures outstanding. The Institutional Trustee shall not take any such action in accordance with the written directions of the Holders of the Securities unless the Institutional Trustee has obtained an opinion of tax counsel to the effect that,as a result of such action, the Trust will not be classified as other than a grantor trust for United States federal income tax purposes.  A waiver of an Indenture Event of Default will constitute a waiver of the corresponding Event of Default hereunder. Any required approval or direction of Holders of the Capital Securities may be given at a separate meetingof Holders of the Capital Securities convened for such purpose, at a meeting of all of the Holders of the Securities in the Trust or pursuant to written consent. The Institutional Trustee will cause a notice of any meeting at which Holders of theCapital Securities are entitled to vote, or of any matter upon which action by written consent of such Holders is to be taken, to be mailed to each Holder of record of the Capital Securities. Each such notice will include a statement setting forththe following information (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter uponwhich written consent is sought and (iii) instructions for the delivery of proxies or consents. No vote or consent of the Holders of the Capital Securities will be required for the Trust to redeem and cancel Capital Securities or to distribute theDebentures in accordance with the Declaration and the terms of the Securities.  Notwithstanding that Holders ofthe Capital Securities are entitled to vote or consent under any of the circumstances described above, any of the Capital Securities that are owned by the Sponsor or any Affiliate of the Sponsor shall not entitle the Holder thereof to vote orconsent and shall, for purposes of such vote or consent, be treated as if such Capital Securities were not outstanding.  In no event will Holders of the Capital Securities have the right to vote to appoint, remove or replace the Administrators, which voting rights are vested exclusively in the Sponsor as the Holder of all of the Common Securities ofthe Trust. Under certain circumstances as more fully described in the Declaration, Holders of Capital Securities have the right to vote to appoint, remove or replace the Institutional Trustee and the Delaware Trustee.  6.  *Voting Rights—Common Securities.*    (a) Except as provided under Sections 6(b), 6(c) and 7and as otherwise required by law and the Declaration, the Common Securities will have no voting rights.  (b)  The Holders of the Common Securities are entitled, in accordance with Article IV of the Declaration, to vote to appoint, remove or replace any Administrators.  (c)  Subject to Section 6.7 of the Declaration and only after each Event of Default (if any) with respect to the Capital Securities has been cured, waived orotherwise eliminated and subject to the requirements of the second to last sentence of this paragraph, the A-I-13 
 Holders of a Majority in liquidation amount of the Common Securities, voting separately as a class, maydirect the time, method, and place of conducting any proceeding for any remedy available to the Institutional Trustee, or exercising any trust or power conferred upon the Institutional Trustee under the Declaration, including (i) directing the time,method, place of conducting any proceeding for any remedy available to the Debenture Trustee, or exercising any trust or power conferred on the Debenture Trustee with respect to the Debentures, (ii) waiving any past default and its consequences thatare waivable under the Indenture, or (iii) exercising any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, *provided, however,* that, where a consent or action under the Indenture wouldrequire a Super Majority, the Institutional Trustee may only give such consent or take such action at the written direction of the Holders of not less than the proportion in liquidation amount of the Common Securities which the relevant SuperMajority represents of the aggregate principal amount of the Debentures outstanding. Notwithstanding this Section 6(c), the Institutional Trustee shall not revoke any action previously authorized or approved by a vote or consent of the Holders ofthe Capital Securities. Other than with respect to directing the time, method and place of conducting any proceeding for any remedy available to the Institutional Trustee or the Debenture Trustee as set forth above, the Institutional Trustee shallnot take any action described in clause (i), (ii) or (iii) above, unless the Institutional Trustee has obtained an opinion of tax counsel to the effect that for the purposes of United States federal income tax the Trust will not be classified asother than a grantor trust on account of such action. If the Institutional Trustee fails to enforce its rights under the Declaration, to the fullest extent permitted by law any Holder of the Common Securities may institute a legal proceedingdirectly against any Person to enforce the Institutional Trustee’s rights under the Declaration, without first instituting a legal proceeding against the Institutional Trustee or any other Person.  Any approval or direction of Holders of the Common Securities may be given at a separate meeting of Holders of the Common Securitiesconvened for such purpose, at a meeting of all of the Holders of the Securities in the Trust or pursuant to written consent. The Administrators will cause a notice of any meeting at which Holders of the Common Securities are entitled to vote, or ofany matter upon which action by written consent of such Holders is to be taken, to be mailed to each Holder of the Common Securities. Each such notice will include a statement setting forth (i) the date of such meeting or the date by which suchaction is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the delivery of proxies orconsents.  No vote or consent of the Holders of the Common Securities will be required for the Trust to redeem andcancel Common Securities or to distribute the Debentures in accordance with the Declaration and the terms of the Securities.  7.  *Amendments to Declaration and Indenture.*    (a) In addition to any requirements under Section 11.1 of the Declaration, if any proposed amendment to the Declaration provides for, or theTrustees otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation of the Trust, otherthan as described in Section 7.1 of the Declaration, then the Holders of outstanding Securities, voting A-I-14 
 together as a single class, will be entitled to vote on such amendment or proposal and such amendment orproposal shall not be effective except with the approval of the Holders of not less than a Majority in liquidation amount of the Securities affected thereby;*provided, however,* if any amendment or proposal referred to in clause (i) abovewould adversely affect only the Capital Securities or only the Common Securities, then only the affected class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of aMajority in liquidation amount of such class of Securities.  (b)  In the event the consent of theInstitutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of theHolders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, or termination as directed by a Majority in liquidation amount of the Securities voting together as asingle class; *provided, however,* that where a consent under the Indenture would require a Super Majority, the Institutional Trustee may only give such consent at the written direction of the Holders of not less than the proportion inliquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding.  (c)  Notwithstanding the foregoing, no amendment or modification may be made to the Declaration if such amendment or modification would (i) cause the Trust to be classified for purposes ofUnited States federal income taxation as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an “investment company” which is required to beregistered under the Investment Company Act.  (d)  Notwithstanding any provision of the Declaration, theright of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or aftersuch respective dates, shall not be impaired or affected without the consent of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can begiven either at law or equity.  8.  *Pro Rata*.    A reference in these termsof the Securities to any payment, distribution or treatment as being “Pro Rata” shall mean pro rata to each Holder of the Securities according to the aggregate liquidation amount of the Securities held by the relevant Holder in relation tothe aggregate liquidation amount of all Securities outstanding unless, in relation to a payment, an Event of Default has occurred and is continuing, in which case any funds available to make such payment shall be paid first to each Holder of theCapital Securities Pro Rata according to the aggregate liquidation amount of the Capital Securities held by the relevant Holder relative to the aggregate liquidation amount of all Capital Securities outstanding, and only after satisfaction of allamounts owed to the Holders of the Capital Securities, to each Holder of the Common Securities Pro Rata according to the aggregate liquidation amount of the Common Securities held by the relevant Holder relative to the aggregate liquidation amountof all Common Securities outstanding. A-I-15 
 9.  *Ranking*.    The Capital Securities rank*pari passu* with, and payment thereon shall be made Pro Rata with, the Common Securities except that, where an Event of Default has occurred and is continuing, the rights of Holders of the Common Securities to receive payment of Distributionsand payments upon liquidation, redemption and otherwise are subordinated to the rights of the Holders of the Capital Securities with the result that no payment of any Distribution on, or Redemption Price of, any Common Security, and no other paymenton account of redemption, liquidation or other acquisition of Common Securities, shall be made unless payment in full in cash of all accumulated and unpaid Distributions on all outstanding Capital Securities for all distribution periods terminatingon or prior thereto, or in the case of payment of the Redemption Price the full amount of such Redemption Price on all outstanding Capital Securities then called for redemption, shall have been made or provided for, and all funds immediatelyavailable to the Institutional Trustee shall first be applied to the payment in full in cash of all Distributions on, or the Redemption Price of, the Capital Securities then due and payable.  10.  *Acceptance of Guarantee and Indenture.*    Each Holder of the Capital Securities and the Common Securities, by the acceptance ofsuch Securities, agrees to the provisions of the Guarantee, including the subordination provisions therein and to the provisions of the Indenture.  11.  *No Preemptive Rights.*    The Holders of the Securities shall have no, and the issuance of the Securities is not subject to, preemptive or similar rights tosubscribe for any additional securities.  12.  *Miscellaneous*.    These termsconstitute a part of the Declaration. The Sponsor will provide a copy of the Declaration, the Guarantee, and the Indenture to a Holder without charge on written request to the Sponsor at its principal place of business. A-I-16 
 **EXHIBIT A-1** **FORM OF CAPITAL SECURITY CERTIFICATE** **[FORMOF FACE OF SECURITY]** THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES 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 OTHERWISEDISPOSED 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 HEREOF AGREES TO OFFER, SELL OROTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE DEBENTURE ISSUER OR THE TRUST, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” ASDEFINED 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 DEBENTURE ISSUER’S AND THE TRUST’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 EACHOF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOINGRESTRICTIONS.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILLNOT 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 A-1-1 
 SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED(“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT INTHE 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 RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABORPROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCHPURCHASE 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 WITHIN THE MEANING OF SECTION 3(3) OFERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCHPURCHASE, 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 OTHER INFORMATION ASMAY BE REQUIRED BY THE AMENDED AND RESTATED DECLARATION OF TRUST TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.  THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A LIQUIDATION 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 ALIQUIDATION 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 LIMITED TO, THE RECEIPT OFDISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY. A-1-2 
 **Number of Capital Securities[            ]** **Certificate Number[            ]** **CUSIP NO[            ]** **Certificate Evidencing CapitalSecurities** **of** **CENTENNIAL CAPITAL TRUST I** **Floating RateTRUPS****®****** **(liquidation amount $1,000 per Capital Security)** Centennial Capital Trust I, a statutory business trust created under the laws of the State of Delaware (the “Trust”), hereby certifies that[                    ] (the “Holder”) is the registered owner of 6,000 capital securities of the Trust representing undivided beneficialinterests in the assets of the Trust, designated the Floating Rate TRUPS® (liquidationamount $1,000 per Capital Security) (the “Capital Securities”). Subject to the Declaration (as defined below), the Capital Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, uponsurrender of this Certificate duly endorsed and in proper form for transfer. The Capital Securities represented hereby are issued pursuant to, and the designation, rights, privileges, restrictions, preferences and other terms and provisions of theCapital Securities shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust, dated as of July 11, 2002, among Timothy P. Walbridge and Beth Sanders, as Administrators,[                    ], as Delaware Trustee,[                    ], as Institutional Trustee, Centennial First Financial Services, as Sponsor, and the holders from time to time of undividedbeneficial interests in the assets of the Trust, including the designation of the terms of the Capital Securities as set forth in Annex I to the Declaration, as the same may be amended from time to time (the “Declaration”). Capitalizedterms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee, andthe Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business.  Upon receipt of this Security, the Holder is bound by the Declaration and is entitled to the benefits thereunder.  By acceptance of this Security, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Capital Securities as evidence of beneficial ownership in the Debentures.  This Capital Security is governed by, and shall be construed in accordance with, the laws of the State of Delaware, withoutregard to principles of conflict of laws. A-1-3 
 IN WITNESS WHEREOF, the Trust has duly executed this certificate.  CENTENNIAL CAPITAL TRUST IBy:   **Administrator**   Dated:   **CERTIFICATE OF AUTHENTICATION** This is one of the Capital Securities referred to in the within-mentioned Declaration.  [                    ],not in its individual capacity but solely as the Institutional Trustee By:   **Authorized Officer**   Dated:   A-1-4 
 **[FORM OF REVERSE OF SECURITY]** Distributions payable on each Capital Security will be payable at a variable per annum rate of interest, reset quarterly, equal to LIBOR(as defined in the Declaration) plus 3.65% (the “Coupon Rate”) of the stated liquidation amount of $1,000 per Capital Security, such rate being the rate of interest payable on the Debentures to be held by the Institutional Trustee(*provided*, that the applicable Coupon Rate may not exceed 12.5% through the Distribution Payment Date in July, 2007). Except as set forth below in respect of an Extension Period, Distributions in arrears for more than one quarterly periodwill bear interest thereon compounded quarterly at the applicable Coupon Rate for each such quarterly period (to the extent permitted by applicable law). The term “Distributions” as used herein includes cash distributions, any suchcompounded distributions and any Additional Interest payable on the Debentures unless otherwise stated. A Distribution is payable only to the extent that payments are made in respect of the Debentures held by the Institutional Trustee and to theextent the Institutional Trustee has funds available in the Property Account therefor. The amount of Distributions payable for any period will be computed for any full quarterly Distribution period on the basis of a 360-day year and the actualnumber of days elapsed in the relevant Distribution period.  Except as otherwise described below, Distributions onthe Capital Securities will be cumulative, will accrue from the date of original issuance and will be payable quarterly in arrears on January 7, April 7, July 7 and October 7 of each year, commencing on October 7, 2002 (each, a “DistributionPayment Date”). The Debenture Issuer has the right under the Indenture to defer payments of interest on the Debentures by extending the interest payment period for up to 20 consecutive quarterly periods (each, an “Extension Period”)at any time and from time to time on the Debentures, subject to the conditions described below, during which Extension Period no interest shall be due and payable (except any Additional Interest that may be due and payable). During any ExtensionPeriod, interest will continue to accrue on the Debentures, and interest on such accrued interest (such accrued interest and interest thereon referred to herein as “Deferred Interest”) will accrue at an annual rate equal to the Coupon Ratein effect for each such Extension Period, compounded quarterly from the date such Deferred Interest would have been payable were it not for the Extension Period, to the extent permitted by law. No Extension Period may end on a date other than aDistribution Payment Date. At the end of any such Extension Period, the Debenture Issuer shall pay all Deferred Interest then accrued and unpaid on the Debentures; *provided*, *however*, that no Extension Period may extend beyond theMaturity Date. Prior to the termination of any Extension Period, the Debenture Issuer may further extend such period, *provided*, that such period together with all such previous and further consecutive extensions thereof shall not exceed 20consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all Deferred Interest, the Debenture Issuer may commence a new Extension Period, subject to the foregoingrequirements. No interest or Deferred Interest shall be due and payable during an Extension Period, except at the end thereof, but interest shall accrue upon each installment of interest that would otherwise have been due and payable during suchExtension Period until such installment is paid. If Distributions are deferred, the Distributions due shall be paid on the date that the related Extension Period terminates to Holders of the Securities as they appear on the books and records of theTrust on the record date immediately preceding such date. Distributions on the Securities must be paid on the dates payable (after giving effect to any Extension Period) to the extent that the Trust has funds available for the payment of suchdistributions in the Property Account of the Trust. The Trust’s funds available for Distribution to the Holders of the Securities will be limited to payments received from the Debenture Issuer. A-1-5 
 The payment of Distributions out of moneys held by the Trust is guaranteed by the Guarantor pursuant tothe Guarantee.  The Capital Securities shall be redeemable as provided in the Declaration. A-2-6 
 **ASSIGNMENT** FOR VALUE RECEIVED, the undersigned assigns and transfers this Capital Security Certificate to:                                                                                                                                                                                                                                   (Insert assignee’s social security or tax identification number)                                                                                                                                                                                                                                   (Insert address and zip code of assignee),  and irrevocably appoints                                                                                                                                                                         as agent to transfer this Capital Security Certificate on the books of the Trust. The agent may substitute another toact for it, him or her.  Date:                                                                               Signature:                                                                        (Sign exactly as your name appears on the other side of this Capital Security Certificate)  Signature Guarantee:1                                                                                   1 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meetingthe requirements of the Security registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined bythe Security registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. A-1-7 
 **EXHIBIT A-2** **FORM OF COMMON SECURITY CERTIFICATE** THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPTPURSUANT TO AN EXEMPTION FROM REGISTRATION.  EXCEPT AS SET FORTH IN SECTION 8.1(b) OF THE DECLARATION (AS DEFINEDBELOW), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED. A-2-1 
 **Number of Common Securities[            ]** **Certificate Number[            ]** **Certificate Evidencing CommonSecurities** **of** **CENTENNIAL CAPITAL TRUST I** Centennial Capital Trust I, astatutory business trust created under the laws of the State of Delaware (the “Trust”), hereby certifies that Centennial First Financial Services (the “Holder”) is the registered owner of 186 common securities of the Trustrepresenting undivided beneficial interests in the assets of the Trust (liquidation amount $1,000 per Common Security)(the “Common Securities”). The Common Securities represented hereby are issued pursuant to, and the designation, rights,privileges, restrictions, preferences and other terms and provisions of the Common Securities shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust, dated as of July 11, 2002, among TimothyP. Walbridge and Beth Sanders, as Administrators, [                    ], as Delaware Trustee,[                    ], as Institutional Trustee, the Holder, as Sponsor, and the holders from time to time of undivided beneficial interests in theassets of the Trust, including the designation of the terms of the Common Securities as set forth in Annex I to the Declaration, as the same may be amended from time to time (the “Declaration”). Capitalized terms used herein but notdefined shall have the meaning given them in the Declaration. The Sponsor will provide a copy of the Declaration and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business.  As set forth in the Declaration, when an Event of Default has occurred and is continuing, the rights of Holders of CommonSecurities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities.  Upon receipt of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder.  By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securitiesas evidence of undivided beneficial ownership in the Debentures.  This Common Security is governed by, and shallbe construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws. A-2-2 
 IN WITNESS WHEREOF, the Trust has executed this certificatethis        day of        , 2002.  CENTENNIAL CAPITAL TRUST IBy:   **Administrator**A-2-3 
 **[FORM OF REVERSE OF SECURITY]** Distributions payable on each Common Security will be identical in amount to the Distributions payable on each Capital Security, which isat a variable per annum rate of interest, reset quarterly, equal to LIBOR (as defined in the Declaration) plus 3.65% (the “Coupon Rate”) of the stated liquidation amount of $1,000 per Capital Security, such rate being the rate of interestpayable on the Debentures to be held by the Institutional Trustee (*provided*, that the applicable Coupon Rate may not exceed 12.5% through the Distribution Payment Date in July 2007). Except as set forth below in respect of an ExtensionPeriod, Distributions in arrears for more than one quarterly period will bear interest thereon compounded quarterly at the applicable Coupon Rate for each such quarterly period (to the extent permitted by applicable law). The term“Distributions” as used herein includes cash distributions, any such compounded distributions and any Additional Interest payable on the Debentures unless otherwise stated. A Distribution is payable only to the extent that payments aremade in respect of the Debentures held by the Institutional Trustee and to the extent the Institutional Trustee has funds available in the Property Account therefor. The amount of Distributions payable for any period will be computed for any fullquarterly Distribution period on the basis of a 360-day year and the actual number of days elapsed in the relevant Distribution period.  Except as otherwise described below, Distributions on the Common Securities will be cumulative, will accrue from the date of original issuance and will be payable quarterly in arrears on January 7, April 7, July 7 andOctober 7 of each year, commencing on October 7, 2002 (each, a “Distribution Payment Date”). The Debenture Issuer has the right under the Indenture to defer payments of interest on the Debentures by extending the interest payment periodfor up to 20 consecutive quarterly periods (each, an “Extension Period”) at any time and from time to time on the Debentures, subject to the conditions described below, during which Extension Period no interest shall be due and payable(except any Additional Interest that may be due and payable). During any Extension Period, interest will continue to accrue on the Debentures, and interest on such accrued interest (such accrued interest and interest thereon referred to herein as“Deferred Interest”) will accrue at an annual rate equal to the Coupon Rate in effect for each such Extension Period, compounded quarterly from the date such Deferred Interest would have been payable were it not for the Extension Period,to the extent permitted by law. No Extension Period may end on a date other than a Distribution Payment Date. At the end of any such Extension Period, the Debenture Issuer shall pay all Deferred Interest then accrued and unpaid on the Debentures;*provided*, *however*, that no Extension Period may extend beyond the Maturity Date. Prior to the termination of any Extension Period, the Debenture Issuer may further extend such period, *provided*, that such period together with allsuch previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all Deferred Interest, the DebentureIssuer may commence a new Extension Period, subject to the foregoing requirements. No interest or Deferred Interest shall be due and payable during an Extension Period, except at the end thereof, but interest shall accrue upon each installment ofinterest that would otherwise have been due and payable during such Extension Period until such installment is paid. If Distributions are deferred, the Distributions due shall be paid on the date that the related Extension Period terminates toHolders of the Securities as they appear on the books and records of the Trust on the record date immediately preceding such date. A-2-4 
Distributions on the Securities must be paid on the dates payable (after giving effect to any Extension Period) to the extent that the Trust has funds available for the payment of suchdistributions in the Property Account of the Trust. The Trust’s funds available for Distribution to the Holders of the Securities will be limited to payments received from the Debenture Issuer. The payment of Distributions out of moneys held bythe Trust is guaranteed by the Guarantor pursuant to the Guarantee.  The Common Securities shall be redeemable asprovided in the Declaration. A-2-5 
 **ASSIGNMENT** FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security Certificate to:                                                                                                                                                                                                                                   (Insert assignee’s social security or tax identification number)                                                                                                                                                                                                                                   (Insert address and zip code of assignee),  and irrevocably appoints                             as agent to transfer this Common Security Certificate on the books of the Trust. The agent may substitute another to act for him or her.  Date:                                                                      Signature:                                                              (Sign exactly as your name appears on the other side of this Common Security Certificate)  Signature Guarantee:1                                                               1 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union, meetingthe requirements of the Security registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined bythe Security registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. A-2-6 
 **EXHIBIT B** **FORM OF TRANSFEREE CERTIFICATE****TO BE EXECUTED BY TRANSFEREES OTHER THAN QIBS**                     , [    ]  Centennial First Financial Services Centennial Capital Trust I 218 East State Street Redlands, California 92373  Re:    Purchase of$1,000 stated liquidation amount of Floating Rate TRUPS® *(the “Capital Securities”) of Centennial Capital Trust I* Ladies and Gentlemen:  In connection with our purchase of the Capital Securities we confirm that:  1.  Weunderstand that the Floating Rate TRUPS® (the “Capital Securities”) ofCentennial Capital Trust I (the “Trust”) (including the guarantee (the “Guarantee”) of Centennial First Financial Services (the “Company”) executed in connection therewith) and the Floating Rate Junior Subordinated DebtSecurities due 2032 of the Company (the “Subordinated Debt Securities”) (the Capital Securities, the Guarantee and the Subordinated Debt Securities together being referred to herein as the “Offered Securities”), have not beenregistered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we arepurchasing the Offered Securities that, if we decide to offer, sell or otherwise transfer any such Offered Securities, such offer, sale or transfer will be made only (a) to the Company or the Trust, (b) pursuant to Rule 144A under the SecuritiesAct, to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a “QIB”) that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance onRule 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 Offered Securities for its ownaccount or for the account of such an accredited investor for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, or (d) pursuant to another availableexemption from the registration requirements of the Securities Act, and in each of the foregoing cases in accordance with any applicable state securities laws and any requirements of law that govern the disposition of our property. The foregoingrestrictions on resale will not apply subsequent to the date on which, in the written opinion of counsel, the Capital Securities are not “restricted securities” within the meaning of Rule 144 under the Securities Act. If any resale orother transfer of the Offered Securities is proposed to be made pursuant to clause (c) or (d) above, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Institutional Trustee as Transfer Agent,which shall provide as applicable, among other things, that the transferee is an “accredited investor” within B-1 
the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act that is acquiring such Securities for investment purposes and not for distribution in violation of theSecurities Act. We acknowledge on our behalf and on behalf of any investor account for which we are purchasing Securities that the Trust and the Company reserve the right prior to any offer, sale or other transfer pursuant to clause (c) or (d) torequire the delivery of any opinion of counsel, certifications and/or other information satisfactory to the Trust and the Company. We understand that the certificates for any Offered Security that we receive will bear a legend substantially to theeffect of the foregoing.  2.  We are an “accredited investor” within the meaning ofsubparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act purchasing for our own account or for the account of such an “accredited investor,” and we are acquiring the Offered Securities for investment purposes and not withview to, or for offer or sale in connection with, any distribution in violation of the Securities Act, and we have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investmentin the Offered Securities, and we and any account for which we are acting are each able to bear the economic risks of our or its investment.  3.  We are acquiring the Offered Securities purchased by us for our own account (or for one or more accounts as to each of which we exercise sole investment discretion and have authority tomake, and do make, the statements contained in this letter) and not with a view to any distribution of the Offered Securities, subject, nevertheless, to the understanding that the disposition of our property will at all times be and remain withinour control.  4.  In the event that we purchase any Capital Securities or any Subordinated DebtSecurities, we will acquire such Capital Securities having an aggregate stated liquidation amount of not less than $100,000 or such Subordinated Debt Securities having an aggregate principal amount not less than $100,000, for our own account and foreach separate account for which we are acting.  5.  We acknowledge that we either (A) are not afiduciary of a pension, profit-sharing or other employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), or an entity whose assets include “plan assets” byreason of any Plan’s investment in the entity and are not purchasing the Offered Securities on behalf of or with “plan assets” by reason of any Plan’s investment in the entity and are not purchasing the Offered Securities onbehalf of or with “plan assets” of any Plan or (B) are eligible for the exemptive relief available under one or more of the following prohibited transaction class exemptions (“PTCEs”) issued by the U.S. Department of Labor: PTCE96-23, 95-60, 91-38, 90-1 or 84-14.  6.  We acknowledge that the Trust and the Company and others willrely upon the truth and accuracy of the foregoing acknowledgments, representations, warranties and agreements and agree that if any of the acknowledgments, representations, warranties and agreements deemed to have been made by our purchase of theOffered Securities are no longer accurate, we shall promptly notify the Placement Agent. If we are acquiring any Offered Securities as a fiduciary or agent for one or more investor accounts, we represent that we have B-2 
sole discretion with respect to each such investor account and that we have full power to make the foregoing acknowledgments, representations and agreement on behalf of each such investoraccount.   **(Name of Purchaser)** By:  Date:   Upon transfer, the Offered Securities would be registered in thename of the new beneficial owner as follows.  Name:  Address:  Taxpayer ID Number:  B-3 
 **EXHIBIT C** **FORM OF TRANSFEROR CERTIFICATE****TO BE EXECUTED FOR QIBs**                     ,[    ]  Centennial First Financial Services Centennial Capital Trust I 218 East StateStreet Redlands, California 92373  Re:    Purchase of $1,000 stated liquidation amount of Floating Rate TRUPS® *(the “Capital Securities”) of Centennial Capital TrustI* Reference is hereby made to the Amended and Restated Declaration of Trust of Centennial Capital Trust I,dated as of July 11, 2002 (the “Declaration”), among Timothy P. Walbridge and Beth Sanders, as Administrators, [                    ], asDelaware Trustee, [                    ], as Institutional Trustee, Centennial First Financial Services, as Sponsor, and the holders from time totime of undivided beneficial interests in the assets of Centennial Capital Trust I. Capitalized terms used but not defined herein shall have the meanings given them in the Declaration.  This letter relates to $[                    ] aggregate liquidationamount of Capital Securities which are held in the name of [name of transferor] (the “Transferor”).  Inaccordance with Section 8.2(b) of the Declaration, the Transferor does hereby certify that such Capital Securities are being transferred in accordance with (i) the transfer restrictions set forth in the Capital Securities and (ii) Rule 144A underthe Securities Act (“Rule 144A”), to a transferee that the Transferor reasonably believes is purchasing the Capital Securities for its own account or an account with respect to which the transferee exercises sole investment discretion andthe transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with applicable securities laws of any state of the UnitedStates or any other jurisdiction.  You are entitled to rely upon this letter and are irrevocably authorized toproduce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. C-1 
 **(Name of Transferor)** By:    **Name:****Title:**Date:  C-2